You are cordially invited to attend the 2006 Annual
Meeting of Shareholders of The Chubb Corporation, which will be held on April 25,
2006 at 10:00 a.m., local time, in the Amphitheater of our corporate headquarters
located at 15 Mountain View Road, Warren, New Jersey 07059.

Details regarding admission to the meeting and the
business to be presented at the meeting can be found in the accompanying Notice
of 2006 Annual Meeting of Shareholders and Proxy Statement.

Your vote is important. Regardless of whether you are
able to attend, it is important that your shares be represented at the meeting.
You may vote over the internet as well as by telephone or by returning your
proxy card. Directions for using these voting options are provided in the
enclosed materials.

On
behalf of the Board of Directors and the management of Chubb, I extend our
appreciation for your continued support.

(1) To elect
13 directors to serve until the next annual meeting of shareholders and until
their respective successors are elected and qualified.

(2) To vote
on the adoption of The Chubb Corporation Annual Incentive Compensation Plan
(2006).

(3) To
ratify the appointment of Ernst & Young LLP as independent auditor.

(4) To vote
on a shareholder proposal regarding the manner in which directors are
elected.

(5) To vote
on a shareholder proposal regarding political contributions.

(6) To
transact such other business as may be properly brought before the meeting or
at any adjournment or postponement thereof.

RECORD DATE

You are entitled
to vote at the annual meeting and at any adjournment or postponement thereof
if you were a shareholder of record at the close of business on March 6,
2006.

ADJOURNMENTS AND POSTPONEMENTS

Any action on the items of business described above may be considered at the
annual meeting at the time and on the date specified above or at any time and
date to which the annual meeting may be properly adjourned or postponed.

VOTING BY PROXY

To ensure your
representation at the annual meeting, please fill in, sign, date and return
the accompanying proxy card in the enclosed addressed envelope, or follow the
instructions attached to the proxy card to vote using a touch-tone
telephone or by accessing the internet. The giving of a proxy will not affect
your right to revoke the proxy by appropriate written notice or to vote in
person should you later decide to attend the annual meeting.

ADMISSION TO THE MEETING

You are entitled
to attend the annual meeting if you were a shareholder as of the close of
business on March 6, 2006. For admittance to the meeting, please be
prepared to present a valid, government-issued photo identification
(federal, state or local), such as a drivers license or passport, and proof
of beneficial ownership if you hold your shares through a broker, bank or
other nominee. The annual meeting will begin promptly at 10:00 a.m.,
local time. Please allow yourself ample time for the check-in procedures.
Video and audio recording devices and other electronic devices will not be
permitted at the meeting, and attendees may be subject to security
inspections.

Our Board has provided you
with these proxy materials in connection with our solicitation of proxies to be
voted at the annual meeting of shareholders. We will hold the annual meeting on
Tuesday, April 25, 2006 in the Amphitheater at The Chubb Corporation, 15
Mountain View Road, Warren, New Jersey 07059, beginning at 10:00 a.m.,
local time. Please note that throughout these proxy materials we may refer to
The Chubb Corporation as Chubb, we, us, or our. We first began mailing
this proxy statement and accompanying proxy card on or about March 23, 2006.

Who Can Vote

Our Board has set March 6,
2006 as the record date for the annual meeting. Shareholders of record of our
common stock at the close of business on March 6, 2006 may vote at the
annual meeting.

How Many Shares Can Be Voted

Each shareholder has one
vote for each share of common stock owned at the close of business on the
record date. On the record date, 207,361,528 shares of our common stock were
outstanding.

How You Can Vote

Record Holders.If your shares are registered in
your name with Computershare Trust Company, N.A., our dividend agent, transfer
agent and registrar, you are considered a shareholder of record, and these
proxy materials are being sent directly to you by us. Shareholders of record can
vote in person at the annual meeting or give their proxy to be voted at the
meeting in any one of the following ways:

·over
the internet;

·by
telephone; or

·by
completing and mailing the enclosed proxy card.

The internet and telephone voting procedures have been
set up for your convenience. These procedures are designed to authenticate your
identity, to allow you to give voting instructions and to confirm that those
instructions have been recorded properly. If you are a shareholder of record
and you would like to vote by using the internet or by telephone, please refer
to the voting instructions attached to your proxy card. If you wish to vote
using the enclosed proxy card, please specify your voting instructions using
the boxes provided, sign, date and return your proxy card before the annual
meeting, and we will vote your shares as you direct.

Chubb Plan Participants.If you are a participant in our 401(k)
plan (the Capital Accumulation Plan), your proxy will include all shares
allocated to you in the plan (Plan Shares), which you may vote over the
internet, by telephone, by completing and mailing the enclosed proxy card or by
voting in person at the meeting. Your proxy will serve as a voting instruction
for the trustee of the plan. If your voting instructions are not received by April 20,
2006 any Plan Shares you hold will be voted in proportion to the way the other
plan participants vote their shares.

Brokerage and Other
Account Holders.You
are considered to be the beneficial owner of shares held for you in an account
by a broker, bank or other nominee. These proxy materials are being forwarded
to you with respect to those shares by your broker, bank or nominee who is the
shareholder of record. You have the right to direct your broker, bank or
nominee on how to vote, and you may also attend the annual meeting. Your
broker, bank or nominee has enclosed a voting instruction card. Beneficial
owners of shares who wish to vote at the meeting must obtain a legal proxy from
their broker, bank or nominee and present it at the meeting. The availability
of telephone and internet voting for beneficial owners will depend on the
voting processes of the broker, bank or nominee. Please refer to the voting
instructions of your broker, bank or nominee for directions as to how to vote
shares that you beneficially own.

Voting.Whether you vote over the internet,
by telephone or by mail, you can specify whether you wish to vote your shares
for or have your vote withheld from all, some, or none of the nominees for election
as director (Proposal 1 on the proxy card). You can also specify whether you
vote for or against, or abstain from, Proposals 2, 3, 4 and 5. If you abstain,
your vote will not count for or against Proposals 2, 3, 4 or 5.

If you duly execute the proxy card but do not specify
how you want to vote, your shares will be voted as our Board recommends, which
is FOR the election of each of the nominees for director as set forth under
Proposal 1 below, FOR the adoption of The Chubb Corporation Annual Incentive
Compensation Plan (2006) as described in Proposal 2 below, FOR ratification
of the appointment of Ernst & Young LLP as independent auditor as
described in Proposal 3 below, AGAINST the shareholder proposal regarding the
manner in which directors are elected as described in Proposal 4 below, and AGAINST
the shareholder proposal regarding political contributions as described in
Proposal 5 below.

Revocation of Proxies

If you are a
shareholder of record or a holder of Plan Shares, you may revoke your proxy at
any time before it is exercised in any of four ways:

·by
notifying our Corporate Secretary of the revocation in writing;

·by
delivering a duly executed proxy card bearing a later date;

·by
properly submitting a new timely and valid proxy via the internet or by
telephone after the date of the revoked proxy; or

·by
voting in person at the annual meeting.

You will not revoke a proxy merely by attending the
annual meeting. To revoke a proxy, you must take one of the actions described
above.

If you hold your shares in
a brokerage or other account, you may submit new voting instructions by
contacting your broker, bank or nominee.

Required Votes

The presence, in person or
by proxy, of the holders of a majority of all outstanding shares of our common
stock entitled to vote at the annual meeting is necessary to constitute a
quorum. For Proposal 1, election of directors, directors are elected by a
plurality of the votes cast at the annual meeting. This means that the 13
nominees receiving the greatest number of votes will be elected as directors.
Approval of the other proposals requires the affirmative vote of a majority of
the votes cast on the proposal at the meeting. Abstentions are counted as
shares present at the meeting for purposes of determining a quorum. Similarly,
shares which brokers do not have the authority to vote in the absence of timely
instructions from beneficial owners (broker non-votes) also are counted as
shares present at the meeting for purposes of determining a quorum. Abstentions
and broker non-votes are not considered votes cast and will not be counted
either

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for or
against these proposals and, accordingly, will have no effect on the outcome
of the vote for Proposals 1, 2, 3, 4 or 5.

Other
Matters to be Acted upon at the Meeting

Our Board currently is not
aware of any matters other than those specifically stated in the Notice of 2006
Annual Meeting, which are to be presented for action at the annual meeting. If
any matter other than those described in this proxy statement is presented at
the annual meeting on which a vote may properly be taken, the shares
represented by proxies will be voted in accordance with the judgment of the
person or persons voting those shares.

Adjournments and Postponements

Any action on the items of
business described above may be considered at the annual meeting at the time
and on the date specified above or at any time and date to which the annual
meeting may be properly adjourned or postponed.

Combined Annual Report and Form 10-K

We have prepared a
combined Form 10-K and 2005 Annual Report to Shareholders in
accordance with the rules of the Securities and Exchange Commission (the SEC).
A copy of this combined report, which is not a part of the proxy soliciting
materials, accompanies this proxy statement and proxy card. This report is available on our website at www.chubb.com. It also is available
without charge by sending a written request to The Chubb Corporation, attention
of the Corporate Secretary at 15 Mountain View Road, P.O. Box 1615,
Warren, New Jersey 07061-1615.

Important Notice about Security

All meeting attendees may
be asked to present a valid, government-issued photo identification (federal,
state or local), such as a drivers license or passport, and proof of
beneficial ownership if you hold your shares through a broker, bank or other
nominee before entering the meeting. Attendees may be subject to security
inspections. Video and audio recording devices and other electronic devices
will not be permitted at the meeting.

CORPORATE GOVERNANCE

Commitment to Corporate Governance

Our Board and management have a strong commitment to
effective corporate governance. We have in place a comprehensive corporate
governance framework for our operations which, among other things, takes into
account the requirements of the Sarbanes-Oxley Act of 2002, the SEC and the
New York Stock Exchange (NYSE). The key components of this framework are set
forth in the following documents:

·our
Restated Certificate of Incorporation;

·our
By-Laws;

·our
Audit Committee Charter;

·our
Corporate Governance & Nominating Committee Charter;

·our
Organization & Compensation Committee Charter;

·our
Corporate Governance Guidelines;

·our
Code of Business Conduct; and

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·our
Code of Ethics for CEO and Senior Financial Officers.

Copies of each of these
documents are available on our website at www.chubb.com.
Copies also are available without charge by sending a written request to our
Corporate Secretary.

Corporate Governance Guidelines

Our Corporate
Governance Guidelines address a number of policies and principles employed in
the operation of our Board and our business generally, including our policies
with respect to:

·the
size of our Board;

·director
independence and minimum qualifications;

·factors
to be considered in selecting candidates to serve on our Board;

·director
nominating procedures, including the procedures by which shareholders may
propose director candidates;

·director
election standards and our policy with respect to directors who do not receive
a majority of the votes cast in uncontested elections;

·annual
self-assessments of the Board and each of the Audit Committee, the Corporate
Governance & Nominating Committee (the Governance Committee) and the
Organization & Compensation Committee (the Compensation Committee);
and

·shareholder access to our
Board and Audit Committee.

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Director
Qualifications and Candidate Considerations

Our Board has
established the Governance Committee which is comprised solely of directors
satisfying the independence requirements of the NYSE. A copy of the charter of
the Governance Committee is available on our website at www.chubb.com. Copies also are available
by sending a written request to our Corporate Secretary. The Governance
Committee is responsible, among other things, for:

·recruiting
qualified independent directors, consisting of persons with diverse backgrounds
and skills who have the time and ability to exercise independent judgment and
perform our Boards function effectively and who meet the needs of our Board;
and

·identifying
the respective qualifications needed for directors serving on the committees of
the Board and serving as chairmen of such committees, recommending to the Board
the nomination of persons meeting such respective qualifications to the appropriate
committees of the Board and as chairmen of such committees, and taking a
leadership role in shaping our corporate governance policies.

We require that a majority of the directors on our
Board meet the criteria for independence under applicable law and the rules of
the NYSE. We believe that variety in the lengths of service among the directors
benefits us. Accordingly, we do not have term limits for service on our Board.
As an alternative to term limits, all director nominations are considered
annually by the Governance Committee. Individuals who would be age 72 or older
at the time of election are ineligible for nomination to serve on our Board.
While our Board does not require that in every instance directors who retire or
change from the position they held when they were elected to the Board resign,
it does require that the Governance Committee consider the desirability of
continued Board membership under the circumstances.

The Governance
Committee considers a number of factors in selecting director candidates,
including:

·the
personal and professional ethics, integrity and values of the candidate;

·the
independence of the candidate under legal, regulatory and other applicable
standards, including the ability of the candidate to represent all of our
shareholders without any conflicting relationship with any particular
constituency;

·the
diversity of the existing Board, so that we maintain a diverse body of
directors, with diversity reflecting gender, ethnic background, and geographic
and professional experience;

·whether
the professional experience and industry expertise of the candidate will
complement that of the existing Board;

·the
compatibility of the candidate with the existing Board;

·the
length of tenure of the members of the existing Board;

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·the
number of other public company boards of directors on which the candidate
serves or intends to serve, with the general expectation that the candidate
would not serve on the boards of directors of more than four other public
companies;

·the
number of public company audit committees on which the candidate serves or
intends to serve, with the general expectation that, if the candidate is to be
considered for service on our Audit Committee, the candidate would not serve on
the audit committees of more than two other public companies;

·the
candidates service on the boards of directors of other for profit,
not-for-profit, trade associations or industry associations;

·the
ability and willingness of the candidate to devote sufficient time to carrying
out his or her Board duties and responsibilities effectively;

·the
commitment of the candidate to serve on our Board for an extended period of
time; and

·such
other attributes of the candidate and external factors as the Governance
Committee deems appropriate.

The Governance Committee
has the discretion to weight these factors as it deems appropriate. The
importance of these factors may vary from candidate to candidate.

Director Independence

Our Governance
Committee reviews each directors independence annually in accordance with the
standards set forth in our Corporate Governance Guidelines and the requirements
of the NYSE. No member of our Board will be considered independent unless the
Governance Committee determines that the director has no material relationship
with us that would affect the directors independence and that the director
satisfies the independence requirements of all applicable laws, rules and
regulations. To facilitate the analysis of whether a director has a
relationship with us that could affect his or her independence, we have
identified in our Corporate Governance Guidelines the following categories of
relationships which should not affect a directors independence and therefore
are deemed immaterial:

·charitable
contributions made by us to any organization:

·pursuant
to our Matching Gifts Program on terms applicable to employees and directors;

·in
amounts that do not exceed $25,000 per year; or

·that
have been approved by the Governance Committee;

·commercial
relationships with any entity or organization where the annual sales to, or
purchases from, us are less than two percent of our annual revenue and less
than two percent of the annual revenue of the other entity or organization; and

·insurance,
reinsurance and other risk transfer arrangements entered into in the ordinary
course of business on an arms length basis.

Although not required by law or the NYSE, because we
act primarily as a holding company, our Board believes that it is in our best interest
and the best interest of our shareholders for our principal operating
subsidiary, Federal Insurance Company, to have a majority of its directors meet
the criteria for independence applicable to our directors. Accordingly, for
2005, as the sole shareholder of Federal Insurance Company, we elected to its Board
of Directors all of the members of our Board, and the Board of Directors of
Federal Insurance Company appointed the individuals who serve as members of our
Boards committees to serve on the same committees of the Board of Directors of
Federal Insurance Company.

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Our Board believes that
such board and committee responsibilities are consistent with the independence
requirements applicable to service on our Board and its committees and that
simultaneous service on our Board and on the Board of Directors of Federal
Insurance Company and their respective committees enhances the effectiveness of
such service.

Our Board reviewed
director independence in 2005 based on the assessment of the Governance
Committee. During this review, our Board considered relationships and
transactions during the year between each director, or any member of the
directors immediate family, and us. As a result of its review, our Board
determined that each of our directors, other than Mr. Finnegan, who is our
Chairman, President and Chief Executive Officer, is independent. In reaching
this determination, the Board noted the following charitable contributions
which were previously approved by the Governance Committee:

·In
2005, we made a contribution of $60,000 to the Institute for Civil Justice, a
part of RAND Corporation. We have been a long time supporter of the Institute.
Until January 2004, one of our directors, Raymond G.H. Seitz, served as an
advisor to RAND Europe, which is also a subsidiary of RAND. Ambassador Seitz
did not receive compensation from RAND Europe in connection with his advisory services.

·In
2005, we donated the sixth annual $80,000 installment of an $800,000 pledge we
made in February 2000 to the Friends of the National Zoo (which pledge is
to be paid in ten equal annual installments commencing in 2000). The National
Zoo is part of the Smithsonian Institution, which employs two of our directors.
Lawrence M. Small is Secretary of the Smithsonian Institution and Sheila P.
Burke is its Deputy Secretary and Chief Operating Officer. The husband of one
of our directors, Karen Hastie Williams, retired from his position as a Regent
of the Smithsonian Institution on December 31, 2004.

Our Board determined that
none of these relationships impaired the independence of any director.

Nominating Procedures

The primary purpose of our nominating procedures is to
identify and recruit outstanding individuals to serve on our Board. Our Board
has delegated responsibility for identifying director candidates to the
Governance Committee, which meets periodically to consider the slate of
nominees for election at our next annual meeting. If appropriate, the
Governance Committee schedules follow-up meetings and interviews with potential
candidates. The Governance Committee submits its recommended nominee slate to
our entire Board for approval.

The Governance Committee will consider candidates
recommended by directors, members of management and our shareholders. In
addition, the Governance Committee may, in its discretion, engage one or more
search firms to assist in the recruitment of director candidates.

The procedures for
shareholders to propose director candidates are set forth in Article I, Section 10
of our By-Laws. For a shareholder proposed candidate to be considered, in
addition to complying with the notice period described in our By-Laws, the
shareholder must provide:

·all
information relating to each person whom the shareholder proposes to nominate
for election as a director as would be required to be disclosed in a
solicitation of proxies for the election of such person as a director pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended
(Exchange Act), including such persons written consent to being named in the
proxy statement as a nominee and to serving as a director if so elected;

·the
name and address of the shareholder giving the notice, as they appear on our
books, and of the beneficial owner of those shares; and

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·the
class and number of shares which are owned beneficially and of record by the
shareholder and the beneficial owner.

The Governance Committee
may make such additional inquiries of the candidate or the proposing
shareholder as the Governance Committee deems appropriate. This information is
necessary to allow the Governance Committee to evaluate the shareholders
proposed candidate on the same basis as those candidates referred through
directors, members of management or by consultants the Governance Committee
retains. The Governance Committee will not consider any candidate who it
concludes does not meet its minimum director qualifications described above.

Shareholders wishing to
propose a candidate for consideration should refer to Article I, Section 10
of our By-Laws, the section of this proxy statement entitled 2007 Shareholder
Proposals and Nominations and the SEC rules relating to shareholder
proposal submission procedures.

Director Election Procedures

Pursuant to New Jersey law, our directors are elected
by a plurality of the votes cast. To
address the possibility of a director-nominee being elected, but receiving a
majority of withheld votes, we have adopted a corporate governance
guideline. This guideline provides that,
in an uncontested election, any nominee who receives a greater number of votes
withheld from his or her election than votes for such election is required
to tender his or her resignation following certification of the shareholder
vote. The Governance Committee is required to make recommendations to the Board
with respect to any such resignation. The Board is required to take action with
respect to this recommendation within 90 days following the date of the
shareholders meeting. These procedures are described in full in our Corporate
Governance Guidelines.

Lead Director

Our Board annually
elects an independent director to serve as Lead Director to ensure our Boards
independence and proper functioning when, as is currently the case, the offices
of Chief Executive Officer and Chairman of the Board are combined. The Lead
Director has the following authority:

·to
call special meetings of the Board;

·to
call special meetings of any committee of the Board;

·with
the consent of a majority of the members of our Boards Executive Committee, to
call special meetings of the shareholders;

·in
the absence of the Chairman of the Board, to preside at meetings of the Board;

·to
preside at all executive sessions of the non-management directors and the
independent directors;

·in
the absence of the Chairman of the Board, to preside at shareholders meetings;

·to
provide direction regarding the meeting schedule, information to be sent to the
Board and the agenda for the Board meetings to assure that there is sufficient
time for discussion of all agenda items;

·at
the Lead Directors election, to attend committee meetings of any committee on
which he or she is not otherwise a member;

·to
hire independent legal, financial or other advisors as he or she deems
desirable or appropriate, without consulting or obtaining the approval of any
member of management in advance; and

·to
exercise such additional powers as may be conferred upon the office of Lead
Director by resolution of the Board or the Governance Committee from time to
time.

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The Lead Director serves
on our Boards Executive Committee and is eligible to serve on any or all other
committees of the Board. The office of Lead Director is not subject to term
limits. Joel J. Cohen has served as our Lead Director since December 2003
when our President and Chief Executive Officer, John D. Finnegan, succeeded Mr. Cohen
as Chairman of the Board.

Contacting
our Board of Directors and Audit Committee

Director Communications

Shareholders interested in contacting our Board, the
Chairman of the Board, the Lead Director or any individual director are invited
to do so by writing to them in care of the Corporate Secretary at:

The
Chubb Corporation

15
Mountain View Road

P.O. Box
1615

Warren, New Jersey 07061-1615

Complaints and concerns
relating to our accounting, internal controls over financial reporting or auditing
matters should be communicated to our Audit Committee using the procedures
described below. Shareholder communications addressed to a particular director
will be referred to that director. All other shareholder communications
addressed to our Board will be referred to our Lead Director and tracked by the
Corporate Secretary.

Audit Committee Communications

Complaints and concerns relating to our accounting,
internal controls over financial reporting or auditing matters should be communicated to our
Audit Committee, which consists solely of non-employee directors. Any such
communication may be anonymous and may be reported to the Audit Committee
through our General Counsel by writing to:

Executive
Vice President and General Counsel

The
Chubb Corporation

15
Mountain View Road

P.O. Box
1615

Warren,
New Jersey 07061-1615

GeneralCounsel@chubb.com

All such concerns will be reviewed under the Audit
Committees direction and oversight by the General Counsel, Internal Audit, or
such other persons as the Audit Committee determines to be appropriate.
Confidentiality will be maintained to the fullest extent possible, consistent
with the need to conduct an adequate review. Prompt and appropriate corrective
action will be taken when and as warranted in the judgment of the Audit
Committee. The General Counsel will prepare a periodic summary report of all
such communications for the Audit Committee.

Our Code of Business
Conduct provides that we will not discharge, demote, suspend, threaten, harass
or in any manner discriminate against any employee in the terms and conditions
of employment based upon any lawful actions of such employee with respect to
good faith reporting of complaints regarding accounting matters or otherwise as
specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Required Certifications

As of the mailing date of
this proxy statement, our Chief Executive Officer and Chief Financial Officer
have timely delivered the certifications required under applicable rules of
the SEC and the NYSE.

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Meeting
Attendance and Related Matters

Our directors are expected to attend all Board
meetings, meetings of committees on which they serve and the annual meeting of
shareholders. Except for three directors who had unavoidable schedule conflicts,
all of our directors attended the 2005 annual meeting of shareholders.
Directors also are expected to spend the time needed and to meet as frequently
as necessary to properly discharge their responsibilities. The Chairman of the
Board generally presides at all Board meetings and the Lead Director presides
at all executive sessions of our non-management and independent directors.

All of our directors also
are directors of our principal insurance company subsidiary, Federal Insurance
Company. It is the practice of our Board to hold concurrent meetings with the Board
of Directors of Federal Insurance Company. In 2005, our Board met nine times.
All of our directors attended at least 75% of the meetings of our Board and the
committees on which they served.

Audit Committee

The Audit Committee is
directly responsible for the appointment, compensation and retention (or
termination) of our independent auditor. The Audit Committee also is
responsible for the oversight of the integrity of our financial statements, our
compliance with legal and regulatory requirements, the independence and
qualifications of our independent auditor, the performance of our internal
audit function and independent auditor and other significant financial matters.
Our Board has designated Joel J. Cohen, James M. Cornelius and Daniel E. Somers
as our audit committee financial experts (as defined by SEC rules). Mr. Cornelius
currently serves on the audit committees of three other public companies. Our
Board has determined that this service does not impair Mr. Cornelius
ability to effectively serve on our Audit Committee. In 2005, the Audit Committee
met eight times. The Audit Committee Report for 2005 is set forth in this proxy
statement.

Compensation Committee

The Compensation Committee
discharges the Boards responsibilities relating to compensation of our
executives. The Compensation Committees primary responsibilities include
establishing general compensation policies and overseeing the development and
implementation of compensation and benefit programs. The Compensation Committee
also evaluates the performance and sets the compensation of our Chief Executive
Officer. In addition, the Compensation Committee recommends the form and amount
of compensation for the non-management directors of our Board, subject to
review by the Governance Committee and approval by the Board. The Compensation
Committees duties also include administering several of our incentive
compensation and equity plans. In 2005, the Compensation Committee met five
times. The Organization & Compensation Committee Report for 2005 is
set forth in this proxy statement.

Executive Committee

The Executive Committee,
which consists of our Chairman, President and Chief Executive Officer, our Lead
Director and the Chairmen of each of our Board committees, is responsible for
overseeing our business, property and affairs during the intervals between the
meetings of the Board, if necessary. The Executive Committee did not meet
during 2005.

Finance Committee

The Finance Committee oversees and regularly reviews
the purchase and sale of securities in our investment portfolio. In 2005, the
Finance Committee met four times.

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Governance Committee

The Governance Committee
assists our Board in identifying individuals qualified to become members of the
Board and oversees the annual evaluation of the Board and each committee. As
provided in its charter, the Governance Committee also makes recommendations to
the Board on a variety of corporate governance and nominating matters,
including recommending standards of independence, director nominees,
appointments to committees of the Board, designees for chairmen of the
committees, non-employee director compensation and corporate governance
guidelines. In 2005, the Governance Committee met six times.

No member of the
Compensation Committee is a current or former officer or employee of Chubb or
any of our subsidiaries. There were no Compensation Committee interlocks,
within the meaning of the SECs proxy rules, with other companies during 2005.

Under our Deferred
Compensation Plan for Directors, directors who are not officers or employees of
Chubb or any of our subsidiaries may defer receipt of all or a portion of their
cash compensation. The amounts are payable at the option of the director either
upon the directors termination of service or at a specified date chosen by the
director. This plan provides that amounts deferred may be invested in:

·a
cash account which earns interest at the prime rate;

·a
market value account with units based on the market value of our common stock;
or

·a
shareholders equity account with units based on the book value of our common
stock.

Our Board has adopted guidelines suggesting that
eligible non-employee directors voluntarily defer 50% of all stipends into a
market value account. A participant may elect to receive the compensation deferred
in either a lump sum or in annual installments. All amounts are paid in cash
except for the market value account which is paid in shares of our common
stock. At December 31, 2005, deferred compensation accounts were
maintained for nine directors, of which seven directors are currently deferring
compensation pursuant to this plan. For 2005, directors deferred an aggregate
of $272,875 of compensation.

11

At
December 31, 2005, the aggregate account values reflecting directors
deferrals and earnings on such deferrals were as follows:

Cash Account

$

63,368

Market Value
Account

$

3,745,211

Shareholders Equity
Account

$

470,397

During 2005,
Messrs. Seitz and Small recognized imputed income of $2,078 and $253,
respectively, in connection with life insurance policies purchased prior to
2002 under our Estate Enhancement Program. The cost of the life insurance
policies to us will not exceed the after-tax cost we expect to incur in connection
with the payment of previously deferred amounts under the Deferred Compensation
Plan for Directors. No policies have been purchased since the enactment of the
Sarbanes-Oxley Act of 2002.

Equity Compensation

The Chubb Corporation Stock Option Plan for
Non-Employee Directors was originally adopted by the Board and approved by
shareholders in 1988. From 1988 through 2001 it was amended three times to
adjust the number of shares issuable thereunder. In 2004, our shareholders
voted to replace The Chubb Corporation Stock Option Plan for Non-Employee
Directors with The Chubb Corporation Long-Term Stock Incentive Plan for
Non-Employee Directors (2004) (the 2004 Director Plan).

The 2004 Director Plan is administered by the
Governance Committee. Subject to adjustment upon the occurrence of certain
events described below, a maximum of 250,000 shares may be issued under the
2004 Director Plan in respect of annual and discretionary stock-based
awards. The 2004 Director Plan provides for a specific level of annual
grants to be made to each non-employee director in the form of performance
shares and stock units. The 2004 Director Plan also authorizes the
Governance Committee to make additional grants in its discretion which may be
in the form of performance shares, performance units, stock awards, stock
units, stock options or stock appreciation rights. Each of the 12 non-employee
directors who we expect to continue serving on our Board after the annual
meeting will be eligible to receive awards under the 2004 Director Plan.

Effective
immediately following the annual meeting of our shareholders occurring in each
calendar year during which the 2004 Director Plan is in effect, each
non-employee director then in office will receive an annual grant comprised of
performance shares and stock units, where the ratio of performance shares to
stock units is three to one. The number of performance shares and stock units
in each annual grant will be established so that the aggregate value of the
annual grant will be approximately $90,000 (or such higher amount not greater
than the value of 1,500 shares of our common stock, as the Governance Committee
may determine). The 2004 Director Plan also authorizes the Governance
Committee to make grants to non-employee directors in addition to the annual
grants described in the preceding paragraph. These discretionary grants may be
made in the form of any type of award authorized for grant under the
2004 Director Plan. It is currently anticipated that discretionary grants
will be made to address special circumstances, such as when one or more
non-employee directors are called upon to provide services to us above and
beyond that required of non-employee directors generally. The Governance
Committee also may exercise this discretionary authority to make awards to any
non-employee director who is first elected to the Board other than at the time
of an annual shareholders meeting.

Performance shares or units comprise 75% of each
annual grant. The payment of performance shares and performance units is conditioned
upon meeting one or more specified performance goals. Subject to the Governance
Committees discretion to adjust the applicable performance goal as it deems
equitable to reflect unusual or non-recurring events affecting us or changes in
tax law or accounting principles or other factors, the performance goal with
respect to any such annual grant will be the total return to our shareholders,
inclusive of dividends paid, during the applicable performance period,
determined relative to the

12

total shareholder return
of the companies included in the Standard & Poors 500 Index on the
date the annual grant is made, who will have continued to file public reports
which will allow us to perform such comparison for the entire time covering the
performance period. The Governance Committee may provide that, depending on
actual performance measured against the stated performance goals, the amount payable
in respect of performance shares and units will range from 0% to 200% of the target
grant for each such award. A non-employee director whose service as a member of
the Board terminates during a performance cycle will be entitled to receive the
same payment in respect of performance shares (including those made as part of
the annual grant) and performance units, without proration, that would have
been payable had his or her service continued until the end of the applicable
performance cycle. Any amount payable to a departed non-employee director will
generally be paid at the same time as amounts in respect of similar awards are
paid to other participants in the 2004 Director Plan (or at such earlier
time as the Governance Committee may permit). However, if a non-employee
director is removed from the Board for cause (or resigns in anticipation of
such removal), the director will forfeit all rights to receive any payment in
respect of his or her outstanding performance shares or performance units.

Stock or stock units
comprise 25% of each annual grant. These awards fully vest immediately upon
grant. However, if a non-employee director is removed from the Board for cause
(or resigns in anticipation of such removal), the director will forfeit all
rights to receive any payment in respect of his or her outstanding stock units.

In June 2003, our Board adopted
a stock ownership guideline which provides that, within five years of the later
of first being elected and the date of the guidelines adoption, a director
should achieve an ownership level in our common stock or common stock
equivalents, such as market value equivalents, which has a value equal to five
times the annual stipend paid to non-employee directors for Board service.

Directors Charitable Award Program

Effective January 1,
1992, we established the Directors Charitable Award Program. Under the program,
which is administered by the Compensation Committee, each non-employee director
following his or her first election to the Board by shareholders may recommend
that we direct one or more charitable contributions totaling up to $500,000 to
eligible tax exempt organizations. The program may be funded by us through,
among other things, the purchase of life insurance policies on the lives of the
directors. Generally, eligible directors are paired for purposes of buying
second-to-die life insurance policies. The proceeds of these policies are used
to fund the contributions to the organizations selected by the directors upon
the death of the second paired director. At March 6, 2006, 10 current
directors were participating in the program. We may amend or terminate the
program at our election at any time. In addition, the director is entitled to
change his or her designated charities at any time.

13

OUR BOARD OF DIRECTORS

Our Board oversees our business operations, assets,
affairs and performance. In accordance with our long-standing practice, each of
our directors other than our Chief Executive Officer is independent. Our
Corporate Governance Guidelines provide that no director may be nominated to a
new term if the director would be age 72 or older at the time of election.

The name, age, length of
service on our Board and principal occupation of each incumbent director,
together with certain other biographical information, are set forth below. Our
shareholders elected each of this years nominees to serve as directors during
2005. Unless otherwise indicated, each nominee has served for at least five
years in the business position currently or most recently held. The age of each
director is as of April 25, 2006, the date of the annual meeting.

ZOË
BAIRD (Age 53)

Director
since 1998

Zoë Baird is President of the Markle Foundation, a
private philanthropy that focuses on using information and communications
technologies to address critical public needs, particularly in the areas of
health care and national security.

Ms. Bairds
career spans business, government and academia. She has been Senior Vice
President and General Counsel of Aetna, Inc., a senior visiting scholar
at Yale Law School, counselor and staff executive at General Electric Co.,
and a partner in the law firm of OMelveny and Myers. She was Associate
General Counsel to President Jimmy Carter and an attorney in the Office of
Legal Counsel of the Department of Justice. She served on President Clintons
Foreign Intelligence Advisory Board from 1993 - 2001 and on the
International Competition Policy Advisory Committee to the Attorney General.
Ms. Baird served on the Technology & Privacy Advisory Committee
to the Secretary of Defense in 2003 - 2004, which advised on the
use of technology to counter terrorism. She is on a number of non-profit
and corporate boards, including the Convergys Corporation, Boston Properties,
Brookings Institution and IBMs World Community Grid Advisory Board, among
others.

SHEILA
P. BURKE (Age 55)Director since 1997

Deputy Secretary and Chief Operating Officer,
Smithsonian Institution, since December 2003. Ms. Burke previously
was Under Secretary for American Museums and National Programs, Smithsonian
Institution, from June 2000 to December 2003 and Executive Dean and
Lecturer in Public Policy of the John F. Kennedy School of Government,
Harvard University, from November 1996 until June 2000.
Ms. Burke is also a Trustee of the American Board of Internal Medicine
Foundation, the University of San Francisco and is a member of the Medicare
Payment Advisory Commission. Ms. Burke also serves on the boards of
Wellpoint Inc., the Kaiser Commission on the Future of Medicaid and Uninsured
and The National Advisory Council at the Center for State Health Policy.
Ms. Burke also serves as Chair of the Kaiser Family Foundation.

14

JAMES
I. CASH, JR.(Age 58)Director since 1996

Retired from The James E. Robison Professor of
Business Administration, Harvard University. Dr. Cash was a member of
the Harvard Business School faculty from July 1976 to October 2003.
He also serves on the boards of General Electric Company, Microsoft
Corporation and Phase Forward Inc. Dr. Cash also serves on the boards of
Massachusetts General Hospital, Partners Healthcare and Newton Wellesley
Hospital.

JOEL J.
COHEN(Age 68)Director since 1984

Chairman and Co-Chief Executive Officer of
Sagent Advisors Inc., a financial advisory firm, since September 2003.
Mr. Cohen has been Lead Director of Chubbs Board of Directors since
December 2003 and was Chairman of the Board (non-executive) from
December 2002 to December 2003. Mr. Cohen previously was
Managing Director and co-head of Global Mergers and Acquisitions at
Donaldson, Lufkin & Jenrette Securities Corporation (DLJ), a
leading investment and merchant bank, until his retirement in
November 2000. He had been associated with DLJ since October 1989.
He had previously served as General Counsel to the Presidential Task Force on
Market Mechanisms and as a partner of the law firm Davis Polk &
Wardwell. Mr. Cohen also serves on the boards of Borders
Group, Inc. and Maersk, Inc.

JAMES
M. CORNELIUS(Age 62)Director since 1998

Chief Executive Officer and Board Chairman of Guidant
Corporation effective November 15, 2005. Mr. Cornelius served as
non-executive Board Chairman of Guidant Corporation from
August 2000 until November 2005. On January 25, 2006, Guidant
announced it was being acquired by Boston Scientific Corporation with closing
anticipated in the first quarter of 2006. Mr. Cornelius previously had
served as executive Chairman of Guidant from 1995 until his retirement as an
employee in August 2000. Mr. Cornelius serves on the boards of
Guidant Corporation, DirecTV Group, Bristol-Myers Squibb, Given
Imaging, Ltd. and The National Bank of Indianapolis Corporation.

JOHN
D. FINNEGAN (Age 57)Director since 2002

President and
Chief Executive Officer of The Chubb Corporation since December 2002 and
Chairman since December 2003. Mr. Finnegan previously had been
Executive Vice President of General Motors Corporation, which is primarily engaged
in the development, manufacture and sale of automotive vehicles, and Chairman
and President of General Motors Acceptance Corporation, a finance company and
subsidiary of General Motors Corporation, from May 1999 to December 2002.
He was Vice President and Group Executive of General Motors and also
President of General Motors Acceptance Corporation from November 1997 to
April 1999. Mr. Finnegan was associated with General Motors from
1976 to December 2002. Mr. Finnegan also serves on the Board of Directors
of Merrill Lynch & Co., Inc. and the Board of the United Negro
College Fund.

15

KLAUS
J. MANGOLD (Age 62)Director since 2001

Executive Advisor
to the Chairman of DaimlerChrysler AG since December 2003.
Dr. Mangold previously served as a member of the Board of Management of
DaimlerChrysler AG and as Chairman of the Board of Management of
DaimlerChrysler Services AG, a provider of financial services and a
subsidiary of DaimlerChrysler AG, until December 2003. DaimlerChrysler
AG is primarily engaged in the development, manufacture, distribution, sale
and
financing of a wide range of automotive products. Dr. Mangold also
serves on the boards of Metro AG, Magna International Inc. and Jenoptik AG.
He is also a Vice Chairman of Rothschild and Cie, London-Paris and
Chairman of the Advisory Board of Rothschild and Cie, Germany.

SIR
DAVID G. SCHOLEY, CBE (Age 70)Director since 1991

Senior Advisor,
UBS Investment Bank, a global, integrated investment services firm and bank,
since 1995. He is Chairman of Close Brothers Group plc. Sir David was
formerly Executive Chairman of S.G. Warburg & Co. Ltd., and a Director of
Vodafone Group plc, Anglo American plc, General Electric Companies plc,
British Telecom plc, J. Sainsbury plc, Bank of England and British
Broadcasting Corporation. He also was Chairman of the Trustees of the National
Portrait Gallery, London and a Trustee of the Glyndebourne Arts Trust.

RAYMOND
G.H. SEITZ (Age 65)Director since 1994

Vice Chairman,
Lehman International (Europe), a global investment bank, from April 1995
to April 2003, following his retirement as Ambassador of the United
States of America to the Court of St. Jamess. Ambassador Seitz serves on the
board of PCCW. He also was appointed to the Special Committee of the Board of
Hollinger International Inc. and to its full Board in July 2003. In
May 2004, Ambassador Seitz was named Contributing Editor to Conde Nast
Traveller magazine (UK).

LAWRENCE
M. SMALL (Age 64)Director since 1989

Secretary of the
Smithsonian Institution since January 2000. The Smithsonian Institution
is the worlds largest museum and research complex, with 18 museums and galleries,
the National Zoo, and several research facilities around the world.
Mr. Small previously had been President and Chief Operating Officer of
Fannie Mae, a shareholder-owned, New York Stock Exchange listed company
and the nations largest source of financing for home mortgages, from 1991 to
2000. Mr. Small also serves on the boards of Marriott
International, Inc., New York Citys Spanish Repertory Theatre, the
National Gallery of Art, the John F. Kennedy Center for the Performing Arts
and the Woodrow Wilson International Center for Scholars.

16

DANIEL
E. SOMERS (Age 58)Director since 2003

Vice Chairman of
Blaylock and Partners LP, an investment banking firm, since
January 2002. Mr. Somers previously had been President and Chief Executive
Officer of AT&T Broadband, a provider of cable and broadband services,
from December 1999 to October 2001 and Senior Executive Vice
President and Chief Financial Officer at AT&T Corp., a telecommunications
company, from May 1997 to December 1999. Mr. Somers serves on
the board of The Lubrizol Corporation. He is also Vice Chairman of the Board
of Trustees of Stonehill College.

KAREN
HASTIE WILLIAMS (Age 61)Director since 2000

Partner,
Crowell & Moring LLP, attorneys, from 1982 until her retirement in
January 2005. Ms. Williams also serves on the boards of Continental
Airlines Inc., Gannett Company, Inc., SunTrust Banks, Inc. and
Washington Gas Light Holdings, Inc. She is also a Trustee of Amherst
College, the Black Student Fund and the NAACP Legal Defense and Education
Fund.

ALFRED
W. ZOLLAR (Age 51)Director since 2001

General Manager,
Tivoli Software, IBM Corporation, which manufactures and sells computer
services, hardware and software, since July 2004. Mr. Zollar previously
had been General Manager, eServer iSeries, IBM Corporation, from
January 2003 to July 2004; General Manager, Lotus Software, which
designs and develops business software and was a subsidiary of IBM
Corporation, from January 2000 to January 2003; General Manager,
Network Computing Software Division, IBM Corporation from 1998 to 2000 and
General Manager, Network Software, IBM Corporation, from 1996 to 1998.
Mr. Zollar also serves on the board of the Executive Leadership Council
and on the National Advisory Board of the National Society of Black
Engineers.

17

COMMITTEE ASSIGNMENTS

Our Board has established
six committees to assist the Board in fulfilling its responsibilities. Those
committees are the Audit Committee, the Compensation Committee, the Executive
Committee, the Finance Committee, the Governance Committee and the Pension &
Profit Sharing Committee. The charter for each of the Audit, Compensation and
Governance Committees, which are available on our website at www.chubb.com, requires that all members
satisfy the independence requirements of the NYSE. The Governance Committee
annually considers committee assignments, with appointments being effective as
of the date of the annual shareholders meeting. Current members of our
committees are identified below:

Audit Committee

James M. Cornelius (Chair)

Daniel E. Somers

Zoë Baird

Alfred W. Zollar

Joel J. Cohen

Compensation
Committee

Daniel E. Somers (Chair)

Lawrence M. Small

Sheila P. Burke

Karen Hastie Williams

Executive Committee

John D. Finnegan (Chair)

James M. Cornelius

James I.
Cash, Jr.

Daniel E. Somers

Joel J. Cohen

Finance Committee

John D. Finnegan (Chair)

David G. Scholey

Sheila P. Burke

Raymond G.H. Seitz

Klaus J. Mangold

Alfred W. Zollar

Governance
Committee

James I. Cash, Jr.
(Chair)

Joel J. Cohen

Zoë Baird

Karen Hastie Williams

Pension &
Profit Sharing Committee

Sheila P. Burke

Raymond G.H. Seitz

Klaus J. Mangold

Alfred W. Zollar

David G. Scholey

18

AUDIT COMMITTEE REPORT

Purpose

The Board has formed the Audit Committee to assist the
Board in monitoring:

·the
integrity of our financial statements;

·our
compliance with legal and regulatory requirements;

·the
independence and qualifications of our independent auditor; and

·the
performance of our internal auditors and independent auditor.

Composition and Meetings

The Audit Committee is
composed of five directors, each of whom our Board has determined to be
independent and each of whom satisfies the applicable legal and regulatory
independence requirements. Mr. Cornelius serves as the chairman of the
Audit Committee and our Board also has designated him, together with Messrs. Cohen
and Somers, as the audit committee financial experts. The Governance Committee
and the full Board consider Audit Committee membership annually. Committee
appointments are effective as of the date of the annual meeting. In addition to
Messrs. Cornelius, Cohen and Somers, Ms. Baird and Mr. Zollar currently
serve on the Audit Committee. The Audit Committee met eight times during 2005.

Charter and Self-Assessment

The Audit Committee operates pursuant to its written
charter, which has been approved by the Audit Committee and our entire Board.
The Audit Committee Charter is subject to review at least annually. It was last
revised in February 2005.

Pursuant to its charter,
the Audit Committee performs an annual self-assessment. For 2005, the Audit
Committee concluded that, in all material respects, it had fulfilled its
responsibilities and satisfied the requirements of its charter and applicable
laws and regulations.

Appointment of Independent Auditor

Under its charter, the
Audit Committee, among other things, is directly responsible for the appointment,
compensation, retention and oversight of the work of the independent auditor
engaged for the purpose of preparing or issuing an audit report or related work
or performing other audit, review or attest services for us. The Audit
Committee has appointed Ernst & Young LLP to serve as independent
auditor. The Audit Committee has recommended to the Board that Ernst &
Youngs appointment as independent auditor be submitted for ratification by
Chubbs shareholders. This matter is described in this proxy statement under
the heading Proposal 3, Ratification of Appointment of Independent Auditor.

Review of Financial Information

Management is responsible
for our internal controls over the financial reporting process and the independent
auditor is responsible for performing an independent audit of our consolidated
financial statements in accordance with generally accepted auditing standards
and for issuing a report on its audit. The Audit Committee is charged with
overseeing and monitoring these activities on behalf of the Board. During 2005
and the first quarter of 2006, the Audit Committee reviewed and discussed with
management and the independent auditor our quarterly financial statements, our
audited consolidated financial statements for the year ended December 31,
2005 and the results of the independent auditors review of our 2005 quarterly
financial statements. In particular, the Audit Committee discussed with the
independent

19

auditor
the matters required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as
amended by Statement on Auditing Standards No. 90, Audit
Committee Communications, and SEC Final Rule Release Nos. 33-8183
and 33-8183a.

Critical Accounting Policies

During its discussions
with the independent auditor, the Audit Committee reviewed our critical accounting
policies and practices and alternative treatments of financial information.

Auditor Independence

The Audit Committee
received the written disclosures and the letter from the independent auditor
required by Independence Standards Board Standard No. 1 and discussed with
the independent auditor the firms independence and objectivity. The Audit
Committee reviewed and approved all fees of the independent auditor for the
years ended December 31, 2005 and 2004, and determined that the provision
of these services is compatible with maintaining the independence of the
independent auditor.

Inclusion
of Consolidated Financial Statements in Form 10-K

Based on the foregoing, the Audit Committee recommended
to the Board that the audited consolidated financial statements be included in
our Annual Report on Form 10-K for the year ended December 31,
2005 filed with the SEC during the first quarter of 2006.

The foregoing
report has been furnished by the following members of the Board who comprise
the Audit Committee:

James M. Cornelius (Chair)

Daniel E. Somers

Zoë Baird

Alfred W. Zollar

Joel J. Cohen

This Audit
Committee Report shall not be deemed to be soliciting material, to be filed
with the SEC, subject to Regulation 14A or 14C or to the liabilities of Section 18
of the Exchange Act, except to the extent that we specifically request that the
information be treated as soliciting material, nor shall it be incorporated by
reference into any document filed under the Securities Act of 1933, as amended
(Securities Act), or the Exchange Act unless we specifically incorporate it by
reference.

20

ORGANIZATION
& COMPENSATION COMMITTEE REPORT

The Compensation Committee,
which establishes and administers our compensation program, has furnished the
following report for 2005.

Compensation
Policies

Our
compensation program is designed to align shareholders interests with our
business strategy, values and management initiatives based on the following
principles:

·we should manage
compensation based on the level of skill, knowledge, effort and responsibility
needed to perform the job successfully.

Compensation
Strategy

In 2005, the Compensation
Committee continued utilizing the principles and policies it has employed in
the past to guide the design and implementation of, and decisions relating to,
compensation. To assess the competitiveness of total compensation opportunities
for our Chief Executive Officer and the other executive officers in the Summary
Compensation Table (with Mr. Finnegan, the named executive officers) and
to validate their pay and performance relationship, the Compensation Committee utilized
a peer group of 23 companies in the property and casualty insurance and
financial services industries. The compensation program for our named executive
officers is designed to target long-term incentive and total compensation
in the second quartile of the peer group discussed above. For compensation
benchmarking for other members of senior management, the Compensation Committee
utilizes a variety of broader industry surveys, which include companies in the
property and casualty insurance industry and the insurance and financial
services peer group, and assesses data for positions of similar scope and
responsibility. The total compensation program for senior management emphasizes
performance-based compensation as a significant portion of the total pay
mix.

To assist in the analysis
of 2005 executive pay, the Compensation Committee engaged a nationally
recognized independent compensation consultant to review and assess our
compensation program. Its study indicated that our compensation program
provided competitive total pay opportunities for named executive officers
reflective of our compensation strategy, and that total pay received for the
prior year was aligned generally with our relative performance versus peers. In
addition, during the first quarter of 2006, the Compensation Committee approved
the form of tally sheet prepared by the Compensation Committees independent
compensation consultant for evaluating the compensation and benefits extended
to the named executive officers, including the accumulated and unrealized gain
attributable to stock-denominated incentive awards, the value of retirement benefits,
and our financial obligations to each of the executives in the event of any of
several employment termination scenarios.

21

Deductibility
of Compensation in Excess of $1 Million

Under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the Internal Revenue Code),
compensation paid to certain named executive officers in excess of
$1 million per year is not deductible for federal income tax purposes unless
the compensation is performance-based as described in the regulations
under Section 162(m). The Compensation Committee understands the
desirability of designing compensation in a manner which avoids
non-deductibility under Section 162(m), but also recognizes the need to
structure competitive pay packages that properly incentivize management and
align their interests with those of our shareholders. For 2005, almost all of
the compensation paid to our named executive officers is deductible.

Components of
Compensation

The
primary components of our compensation program for senior management are:

·base
salary;

·annual
cash incentive awards;

·long-term
incentive awards; and

·benefits.

The level of annual cash
and long-term incentive awards, which constitute the majority of the
compensation opportunity for members of senior management, varies with corporate,
business unit and individual performance.

·salary
level within the established pay range for the individuals position;

·salaries
offered in the industry for comparable positions; and

·in
the case of our Chief Executive Officer, reference to his employment agreement.

The Compensation Committee
monitors the factors described above and periodically approves changes in base
salary for members of senior management.

Annual Cash Incentive Awards for 2005

Annual cash incentive
compensation for employees is determined and paid pursuant to our Annual
Incentive Compensation Plan (2001) (the 2001 Annual Plan). In March 2005,
the Compensation Committee established the 2005 target award pool, the annual
performance goals and the payout schedules for plan participants. The annual
performance goals established related to our combined ratio and operating incometo
which the Compensation Committee assigned a weight of 70% to the combined ratio
and a weight of 30% to operating income. Under the payout schedule adopted by
the Compensation Committee in March 2005, the pool could range in size
from 0% to 200% of the target dollar award for all participants covered by the
2001 Annual Plan. Our year-end 2005 performance resulted in a combined ratio of
92.3% and operating income of $1,578,200,000. As a result, the company achieved
each of the annual performance goals, which would have resulted in an award pool
of 100% of target. Nevertheless, in light of the companys strong performance
in 2005 and the impact of high catastrophe losses, the Compensation

22

Committee
determined, other than with respect to the named executive officers, that the
award pool would be funded at 130% of target. In so doing, the Compensation
Committee noted:

·Chubb
produced its third consecutive year of record earnings despite unusually high
catastrophe losses in 2005;

·the
strong performance of Chubbs stock price relative to both the property and
casualty industry as a whole and to the S&P 500 Index;

·Chubbs
continued success at cost containment;

·significant
achievements in the areas of risk reduction;

·the
highly successful transfer of the ongoing business of Chubb Re, Inc. to Harbor
Point Limited; and

·public recognition of Chubbs efforts in
recruitment, development and advancement of women in business and for diversity.

Taking into account Chubbs
strong financial performance and other significant accomplishments in 2005 and Chubbs
operating income and combined ratios for 2005, the Compensation Committee
awarded, within the bonus parameters established by the Compensation Committee
in March 2005, annual cash incentive compensation of $2,237,700, $979,600,
$825,500, $793,000 and $453,700 for Messrs. Finnegan, Motamed, OReilly,
Degnan and Krump, respectively. These amounts are reflected in the Summary Compensation
Table under the Bonus column.

Long-Term Incentive
Awards

Long-term
incentive awards are made under our Long-Term Stock Incentive Plan (2004) (the 2004
Employee Plan), which the Compensation Committee administers. This plan
provides stock-based awards to eligible employees, including the named
executive officers and most other levels of management and can include:

Long-term incentive awards
that we grant generally contain provisions that allow us to recover the value
of the award if the award recipient violates non-solicitation or
non-competition agreements with us. Except for stock option grants to employees
in certain foreign jurisdictions made for purposes of tax efficiencies, the
current intention is to grant only performance shares and restricted stock
units.

The number of long-term incentive
awards granted is based on guidelines that provide for competitive award
opportunities commensurate with payband levels. For the Chief Executive Officer
and the three Vice Chairmen, the award opportunities reflect competitive
practices within our peer group of 23 insurance and financial services
companies against which we benchmark pay opportunities. For other members of
senior management, the Compensation Committee generally uses a variety of
broader industry surveys which include members of the 23 company peer group described
above in this report under the heading Compensation Strategy.

23

2004 Employee Plan

We have long had in effect
stock-based incentive plans that have allowed us to grant management and
other key employees various types of awards, including stock options,
performance shares and restricted stock. The use of these programs reflects our
Boards belief that encouraging stock ownership by senior management and other key
employees serves to attract, retain and motivate such personnel by providing
them a direct, personal financial interest in our continued success. However,
our Board has concluded that shifting away from stock options in favor of total
shareholder return-based performance shares (TSRs) and restricted stock
or units will better align managements interests with those of our
shareholders and serve as a stronger retention tool for key employees.
Accordingly, while there still may be times or circumstances where stock option
grants are a more appropriate means of providing a long-term incentive, the
vast majority of long-term incentive awards under the 2004 Employee Plan are
granted in the form of TSRs, restricted stock and restricted stock units. An
additional benefit of this shift in award type is that substantially fewer
shares are needed to provide competitive awards when grants are primarily in
the form of TSRs, restricted stock and restricted stock units, rather than
stock options.

In 2005, the Compensation
Committee granted TSRs representing up to 820,986 shares, restricted stock
units representing an aggregate of 716,530 shares and options representing a
total of 379,291 shares. With respect to TSRs, 820,986 shares will be issued if
maximum performance is achieved compared to 410,493 shares that will be issued if
target performance is achieved. Restricted stock unit grants generally will
vest three years after the grant date subject to the grantees continued
service, except accelerated vesting may occur in the case of death, disability,
retirement or otherwise as the Compensation Committee may determine.

We granted long-term
incentive compensation in 2006 using the same award types, approximately the
same number of eligible participants and the same award targets as used in 2005.

TSR Awards

TSR awards generally are
granted annually and will become earned, if at all, based on the total shareholder
return (share price change plus dividends) for our shareholders over a
three-year performance period relative to the total shareholder returns over
the same period for the companies in the S&P 500 Index who continue to file
public reports through the entire performance period. The number of TSRs
granted is based on payband level, an assessment of the recipients most recent
level of performance and anticipated future contributions to our success. The
number of TSR shares earned for each three-year performance period can
vary from 0% to 200% of the original target award based on attainment of a
relative total shareholder return position. Final earned award values are
dependent not only on relative TSR performance, but also on the final share
price at the end of the three-year period, thus providing a strong link
between the interests of employees receiving these awards and those of
shareholders.

For equity awards made to
members of senior management (including the named executive officers) in 2005,
the Compensation Committee determined that TSRs should comprise 75% of the target dollar amount of
long-term compensation for each recipient. The performance cycle for these
awards ends on December 31, 2007 and payment of these awards, if any, will
be made in March 2008 subject to the grantees satisfaction of the
applicable service requirements, except accelerated vesting may occur in the
case of death, disability, retirement or otherwise as the Compensation
Committee may determine.

Restricted Stock and Restricted Stock Units

The Compensation Committee
also grants restricted stock and restricted stock units in combination with
TSRs, but has determined that these awards will be secondary to the performance-based
TSR awards. Restricted stock units are payable in shares of our common stock.
Unless the Compensation Committee

24

establishes
a different period, the restriction period applicable to any award of
restricted stock or restricted stock units will lapse on the third anniversary
of the date of grant provided the recipient remains employed by us over that
period, except accelerated vesting may occur in the case of death, disability, retirement
or otherwise as the Compensation Committee may determine. If a participant is
(or is reasonably expected to be) subject to the deductibility limitations of Section 162(m) of
the Internal Revenue Code for the calendar year in which delivery of stock in respect
of restricted stock units would ordinarily be made, we will delay delivery of the
stock to the recipient until six months after the termination of his or her
employment with us because this will allow us to fully deduct this compensation
without regard to deductibility limitations in Section 162(m).

For equity awards made to
members of senior management (including the named executive officers) in 2005,
the Compensation Committee determined that restricted stock units should
comprise 25% of the target dollar amount of long-term compensation for each
recipient. For other levels of management, equity awards in 2005 were only
granted in the form of restricted stock units or, in the case of employees
residing in certain countries, stock options. For all 2005 recipients, the
restricted stock unit awards vest on the third anniversary of the grant date,
except accelerated vesting may occur in the case of death, disability, retirement
or otherwise as the Compensation Committee may determine.

Benefits

Our health care and other
core benefit programs are the same for all employees, including the named
executive officers. The named executive officers are provided with a financial
counseling benefit that is available to all Senior Vice Presidents and above
and some are provided with access to a business or country club membership for
business entertainment purposes. Also, where there is a significant business
reason, such as safety, protection of our confidential business information or
enhancing efficiency, certain executive officers may be permitted reasonable
personal use of company assets, such as corporate aircraft and, in the case of
our Chief Executive Officer, a company driver and company-owned
automobile.

Share Ownership

In March 2004, the
Compensation Committee approved stock ownership guidelines for members of
senior management. The suggested ownership guidelines range from a stock
ownership level for the Chief Executive Officer equal to five times base
salary, three times base salary for our Vice Chairmen, two times for Executive
Vice Presidents and one times base salary for Senior Vice Presidents. Members
of management subject to the guidelines have a five-year phase-in period
beginning on the later of becoming an officer subject to the stock ownership
guidelines and the date of the guidelines adoption in which to achieve the
suggested ownership level. A provision included in these guidelines provides
that an individual will be deemed in compliance with the guidelines if he or
she falls below the suggested ownership threshold due to a decline in the price
of our stock, provided that the individual has deferred receipt of all
restricted stock unit awards eligible for deferral granted under the 2004
Employee Plan. These guidelines credit management for shares held outright,
shares allocated to their accounts in our retirement plans, unvested restricted
stock and restricted stock units and any shares that have been earned but the
payment of which has been deferred. Included among any shares earned but
deferred will be all shares issuable upon the expiration of the restrictive
period applicable to any award of restricted stock units made to the named
executive officers who will defer receipt of all such shares until termination
of their employment. As of December 31, 2005, all named executive officers
were in compliance with these suggested ownership guidelines.

25

CEO Compensation

John D. Finnegan has been
employed as our President and Chief Executive Officer since December 1,
2002. Chubb entered into an employment agreement with Mr. Finnegan
effective as of that date. In December 2003, Mr. Finnegan also was
named Chairman of the Board. The terms of Mr. Finnegans employment
agreement are summarized in this proxy statement under the heading Executive
CompensationEmployment and Change in Control Agreements. Under the terms of the employment agreement, Mr. Finnegan
is to receive a minimum annual base salary of $1,200,000. In April 2005, Mr. Finnegan
received a $75,000 merit-based increase in his annual base salary.

The Compensation Committee
granted to Mr. Finnegan on March 3, 2005, a target TSR performance
share award of 72,143 shares with a fair market value as of the grant date of $5,700,018
and 24,047 restricted stock units with a fair market value as of the grant date
of $1,899,953. After reviewing a presentation prepared by its independent
compensation consultant, the Compensation Committee determined that these
monetized targets were competitive and reflective of our executive compensation
strategy (to target long-term incentive and total compensation in the
second quartile of the peer group discussed above) and subsequently approved these
awards. As noted above under Annual Cash Incentive Awards for 2005, Mr. Finnegan
received an annual cash compensation incentive award of $2,237,700 in recognition
of the companys strong financial performance and other significant accomplishments
in 2005.

The
foregoing report has been furnished by the following members of the Board who
comprise the Compensation Committee:

Daniel E. Somers (Chair)

Lawrence M. Small

Sheila P. Burke

Karen Hastie Williams

This Organization &
Compensation Committee Report shall not be deemed to be soliciting material,
to be filed with the SEC, subject to Regulation 14A or 14C or to the
liabilities of Section 18 of the Exchange Act, except to the extent that
we specifically request that the information be treated as soliciting material,
nor shall it be incorporated by reference into any document filed under the
Securities Act or the Exchange Act unless we specifically incorporate it by
reference.

26

EXECUTIVE COMPENSATION

Summary Compensation Table

The
following Summary Compensation Table sets forth information on compensation
earned by or paid to John D. Finnegan and each of our four other most highly
compensated executive officers during each of the past three fiscal years.

Long-Term Compensation Awards

Restricted

Securities

Stock

Underlying

LTIP

All Other

Named Executive Officer

Annual Compensation

Awards

Options/

Payouts

Compensation

and Principal Position

Year

Salary

Bonus (1)

(2)

SARs (3)

(4)

(5)

John D. Finnegan

2005

$

1,256,250

$

2,237,700

$

1,899,953

46,602



$

130,530

Chairman, President

2004

1,200,000

2,007,000

1,899,940





255,633

and CEO

2003

1,200,000

2,265,000

1,439,984





2,272,630

Thomas F. Motamed

2005

677,501

979,600

743,721





65,906

Vice
Chairman and

2004

647,501

964,000

781,200



$

900,714

123,820

Chief
Operating Officer

2003

587,501

993,800

719,992

170,404

506,040

84,531

Michael OReilly

2005

626,251

825,500

624,969





57,162

Vice Chairman and

2004

600,000

802,800

688,730



759,997

143,520

Chief
Financial Officer

2003

522,917

883,000

560,014

152,146

426,992

73,886

John J. Degnan

2005

603,750

793,000

607,429





55,460

Vice
Chairman and

2004

578,750

782,700

657,440



788,125

107,780

Chief
Administrative Officer

2003

516,250

852,400

560,014

152,146

458,523

73,185

Paul J. Krump

2005

411,875

453,700

99,948

8,920



36,569

Executive Vice President

2004

391,250

502,350

99,960



281,513

69,529

2003

374,000

535,000

199,995

11,933

110,726

57,374

(1)Bonuses were paid under the 2001 Annual Plan (including
certain amounts that were deferred at the election of certain of those
executives).

(2)The value of the restricted stock and restricted
stock unit awards included in this column are based on the per share price of
our common stock on the grant date. The total number, value (based on the per
share price of our common stock on December 30, 2005 of $97.65), and
vesting schedule of outstanding non-vested restricted stock and restricted
stock unit awards as of December 31, 2005 are shown in the following
chart. Dividends are paid on restricted stock and dividend equivalents are paid
on restricted stock units.

27

Restricted Stock/Restricted
Stock Unit Table

Named Executive Officer

Grant
Date

Number
of
Shares/
Units

Percent of
all Grants
for
Applicable
Year

Vesting
Date

Grant
Date
Market
Value

Market
Value*

John D. Finnegan

3/03/2005

24,047

3.4

%

3/03/2008

$

79.01

$2,348,190

4/27/2004

27,142

3.5

%

4/27/2007

70.00

2,650,416

3/06/2003

31,270

10.4

%

3/06/2006

46.05

3,053,516

Total

82,459

8,052,122

Thomas F. Motamed

3/03/2005

9,413

1.3

%

3/03/2008

79.01

919,179

4/27/2004

11,160

1.4

%

4/27/2007

70.00

1,089,774

3/06/2003

15,635

5.2

%

3/06/2006

46.05

1,526,758

11/29/2002

17,117

7.2

%

11/29/2007

58.42

1,671,475

Total

53,325

5,207,186

Michael OReilly

3/03/2005

7,910

1.1

%

3/03/2008

79.01

772,412

4/27/2004

9,839

1.3

%

4/27/2007

70.00

960,778

3/06/2003

12,161

4.0

%

3/06/2006

46.05

1,187,522

11/29/2002

8,558

3.6

%

11/29/2007

58.42

835,689

Total

38,468

3,756,401

John J. Degnan

3/03/2005

7,688

1.1

%

3/03/2008

79.01

750,733

4/27/2004

9,392

1.2

%

4/27/2007

70.00

917,129

3/06/2003

12,161

4.0

%

3/06/2006

46.05

1,187,522

11/29/2002

8,558

3.6

%

11/29/2007

58.42

835,689

Total

37,799

3,691,073

Paul J. Krump

3/03/2005

1,265

0.2

%

3/03/2008

79.01

123,527

4/27/2004

1,428

0.2

%

4/27/2007

70.00

139,444

3/06/2003

4,343

1.4

%

3/06/2006

46.05

424,094

12/06/2001

3,000

1.1

%

12/06/2006

66.45

292,950

Total

10,036

980,015

*Based on the per share price of our common stock on December 30,
2005 of $97.65.

(3)Amounts reported include options granted in such years
(including restoration options) under the 2004 Employee Plan and its
predecessor.

(4)Amounts reported represent payments made in settlement
of performance share awards for Messrs. Motamed, OReilly, Degnan, and
Krump for the three-year periods ended December 31, 2003 and 2004. The
Compensation Committee administers the grant and settlement of performance
share awards. In calculating whether the performance target was met for the
three-year performance period ended December 31, 2003, the Compensation
Committee eliminated the effect of after-tax costs related to the September 11,
2001 terrorist attack and excluded pre-tax charges relating to increases in
asbestos reserves in the third and fourth quarters of 2002 and the fourth
quarter of 2003. In calculating whether the performance target was met for the
three-year performance period ended December 31, 2004, the Compensation
Committee excluded pre-tax charges relating to increases in asbestos reserves
in the third and fourth quarters of 2002 and the fourth quarters of 2003 and
2004, and also excluded the positive impact of the second quarter 2004 reserve
release of $80 million related to World Trade Center loss reserves attributable
to the September 11, 2001 terrorist attack.

(5)Amounts included in All Other Compensation for 2005 are
detailed in the table below.

28

All Other Compensation

Named Executive Officer

Defined Contribution
&
Defined Contribution Excess
Benefit Plan

Imputed
Income
(*)

Total

John D. Finnegan

$

130,530



$

130,530

Thomas F. Motamed

65,662

$

244

65,906

Michael OReilly

57,162



57,162

John J. Degnan

55,460



55,460

Paul J. Krump

36,569



36,569

*Amount imputed as income in connection
with Chubbs payment in 1999 of a premium on a life insurance policy on the
lives of Mr. Motamed and his spouse in exchange for the relinquishing by Mr. Motamed
of the right to receive under the Pension Program a lump amount equal to
$300,000 plus interest in accordance with his participation in our Estate
Enhancement Program.

Option Grants in 2005

The
following table is a summary of all stock options that we granted to our named
executive officers in 2005. We did not grant any stock appreciation rights in
2005. The stock options granted in 2005 were not granted on a discretionary
basis, but rather pursuant to a restoration feature that was included in stock
options previously granted. The restoration feature provides for an automatic
grant of a new stock option if, upon exercise of the stock option, shares are
exchanged in a stock-for-stock exercise. The restoration feature only applies
if the option is exercised within seven years of the grant date and if fair
value market of our stock on the date the stock option is exercised is at least
25% higher than the exercise price of the stock option on the grant date. This
table also shows the potential gain that could be realized if the fair market
value of our common stock were to appreciate at either a five or ten percent
annual rate over the period of the option term.

Individual Grants

Potential Realizable

Value at Asumed

Number of
Securities

% of Total
Options

Annual Rates
of Stock Price

Underlying

Granted to

Exercise

Appreciation for

Options

Employees in

Price Per

Option Term(3)

Named Executive Officer

Granted(1)

Fiscal Year(2)

Share

Expiration Date

5%

10%

John D. Finnegan

20,235

5.3

%

$

79.425

12/02/2012

$

720,236

$

1,707,440

26,277

6.9

%

$

91.750

12/02/2012

995,619

2,326,428

Thomas F. Motamed













Michael OReilly













John J. Degnan













Paul J. Krump

8,920

2.4

%

$

83.195

3/06/2013

345,618

824,554

(1)The stock options were fully exercisable
on the date of grant, are non-statutory options and were granted with an
exercise price equal to the fair market value of our common stock on the grant
date. These options are transferable to certain members of the optionees
immediate family. These stock options do not contain the option restoration
feature described above. Mr. Finnegan received the automatic stock option
grant for 20,235 shares on April 27, 2005 and for 26,277 shares on October 28,
2005. Mr. Krump received the automatic stock option grant on May 5,
2005.

(2)Based on total grants in 2005 of options
to purchase 379,291 shares.

(3)The assumed 5% and 10% annual rates of
stock price appreciation used in the table are prescribed by the proxy
rules and are not intended to forecast possible future appreciation in the
price of our common stock.

29

Aggregated
Option Exercises in 2005 and Option Values on December 31, 2005

The following table shows stock options that our named
executive officers exercised during 2005 and the number of shares and the value
of grants outstanding as of December 31, 2005 for each named executive
officer. Our named executive officers do not hold stock appreciation rights.

Shares
Acquired

Value

Number of Securities
Underlying Unexercised
Options/SARs
at FY-End

Value of Unexercised
In-the-Money
Options/SARs
at FY-End(*)

Named Executive Officer

On Exercise

Realized

Exercisable

Unexercisable

Exercisable

Unexercisable

John D. Finnegan

56,322

$

1,585,013

610,927



$

19,212,427



Thomas F. Motamed

258,732

5,368,884

80,628



774,171



Michael OReilly

158,634

4,442,374

215,200



3,719,377



John J. Degnan

424,504

10,022,540

76,812



783,922



Paul J. Krump

16,433

575,430

71,810



2,351,189



*Based on the per share price of our common
stock on December 30, 2005 of $97.65.

2005
Long-Term Incentive Plan Awards

The following table shows the number of TSRs awarded
to the named executive officers in 2005 under the 2004 Employee Plan and the
number of shares that would be awarded at threshold, target and maximum
performance. One TSR represents one share of common stock. The number of TSRs
earned and paid out at the end of the three-year performance period can vary
from 0% to 200% of the original target award based on our total shareholder
return relative to the total shareholder returns over the same period for the
companies in the S&P 500 Index on the date the performance period begins
who continue to file public reports through the entire performance period.

Named Executive Officer

Number of
Shares

Performance
Period

Threshold
(*)

Target

Maximum

John D. Finnegan

72,143

2005-2007

36,072

72,143

144,286

Thomas F. Motamed

28,240

2005-2007

14,120

28,240

56,480

Michael OReilly

23,731

2005-2007

11,866

23,731

47,462

John J. Degnan

23,067

2005-2007

11,534

23,067

46,134

Paul J. Krump

3,797

2005-2007

1,899

3,797

7,594

*Threshold is
the minimum level of performance required to earn this number of shares; no
shares will be earned for performance below the threshold.

Our eligible
employees and certain eligible employees of our subsidiaries participate in the
Pension Plan of The Chubb Corporation, Chubb & Son Inc. and Participating
Affiliates (Pension Plan). As in effect during 2005, the Pension Plan provides
to each eligible employee annual retirement income beginning at age 65 equal to
the product of:

·the total number of years
of participation in the Pension Plan; and

·the
excess, if any, of (i) 1 3¤4% of average compensation for
the five years in the last ten years of participation prior to retirement
during which the employee was most highly paid (final average earnings), over (ii) an
amount related to the employees primary social security benefit.

Effective January 1, 2001, we amended our Pension
Plan to provide a cash balance benefit in lieu of the benefit described above.
This benefit provides for a participant to receive a cash credit to his or her
cash balance account every six months.
The amount of the cash balance credit increases as the sum of a
participants age and years of service credit increases. The maximum credit of 5%
of compensation (subject to the maximum limitation on compensation permitted by
the Internal Revenue Code) earned over the preceding six months is made when
the sum of a participants age and years of service credit equals or exceeds 55
(which is the case for each named executive officer). Amounts credited to a
participants cash balance account earn interest at a rate based on the 30 year
treasury rate. Employees who participated in the Pension Plan prior to January 1,
2001 (including Messrs. Motamed, OReilly, Degnan and Krump) will receive
a benefit under the Pension Plan equal to the greater of the pension benefit
described in the preceding paragraph or the amount calculated under the cash
balance formula. Because the amount of the pension benefit described in the
preceding paragraph will be greater than the amount calculated under the cash
balance formula for Messrs. Motamed, OReilly, Degnan and Krump for the
foreseeable future, it is likely that none of these individuals will receive a
benefit under the Pension Plan based on the cash balance formula.

The
Employee Retirement Income Security Act of 1974, as amended (ERISA), and the
Internal Revenue Code, impose maximum limitations on the annual amount of a
pension which may be paid under a funded defined benefit plan such as the
Pension Plan. The Pension Plan complies with these limitations. The Board
adopted, effective as of January 1, 1976, an unfunded benefit equalization
plan of the type permitted by ERISA, which provides payments to persons who are
participants under the Pension Plan and their beneficiaries. Such payments equal
the difference between:

·the
benefits which would be payable to such persons under the Pension Plan, without
taking into consideration the limitations imposed by ERISA and the Internal
Revenue Code; and

·the
maximum annual benefits to which those persons are entitled under the Pension
Plan by reason of such limitations.

Accordingly,
there generally are two sources of funds available to provide the retirement
benefits listed in the table below (and to provide the retirement benefits that
will be payable to Mr. Finnegan pursuant to his employment agreement):

·the
Pension Plan, to the extent that benefits may be provided thereunder in
accordance with the above referenced limitations; and

·our
general corporate assets for the portion of these benefits that may not be
provided under the Pension Plan.

The operation of the
limitations on the benefits that can be provided under the Pension Plan
generally results in a very substantial percentage of the retirement benefits
payable to our executive officers being provided from our general corporate
assets. As of December 31, 2005, our named executive officers would
receive between approximately 79% and 99% of their total retirement benefits
from general corporate

31

assets,
instead of from the Pension Plan. Assuming for illustrative purposes that each of
the named executive officers had obtained the age of 65 and was in pay status,
as of December 31, 2005, we estimate that the maximum aggregate retirement
benefits payable to the named executive officers out of general corporate
assets would be approximately $4.2 million per year. The unfunded benefits
equalization plan allows for distribution of the actuarial present value of the
portion of the retirement benefits payable thereunder in a lump sum or various
forms of annuity following the employees retirement.

The following table shows the estimated annual
benefits payable upon retirement to persons in specified remuneration and
years-of-service classifications under the Pension Plan and the unfunded
benefit equalization plan (referred to collectively as the Pension Program).

Estimated
Annual Retirement Benefits Payable at Age 65

Straight Life Annuity Basis

Final Average

Years of Credited Service

Earnings

5

10

20

30

35

40

45

$ 100,000

$

8,750

$

17,500

$

35,000

$

52,500

$

61,250

$

70,000

$

78,750

200,000

17,500

35,000

70,000

105,000

122,500

140,000

157,500

400,000

35,000

70,000

140,000

210,000

245,000

280,000

315,000

600,000

52,500

105,000

210,000

315,000

367,500

420,000

472,500

800,000

70,000

140,000

280,000

420,000

490,000

560,000

630,000

1,000,000

87,500

175,000

350,000

525,000

612,500

700,000

787,500

1,300,000

113,750

227,500

455,000

682,500

796,250

910,000

1,023,750

1,600,000

140,000

280,000

560,000

840,000

980,000

1,120,000

1,260,000

1,800,000

157,500

315,000

630,000

945,000

1,102,500

1,260,000

1,417,500

2,000,000

175,000

350,000

700,000

1,050,000

1,225,000

1,400,000

1,575,000

2,200,000

192,500

385,000

770,000

1,155,000

1,347,500

1,540,000

1,732,500

2,400,000

210,000

420,000

840,000

1,260,000

1,470,000

1,680,000

1,890,000

2,600,000

227,500

455,000

910,000

1,365,000

1,592,500

1,820,000

2,047,500

2,800,000

245,000

490,000

980,000

1,470,000

1,715,000

1,960,000

2,205,000

3,000,000

262,500

525,000

1,050,000

1,575,000

1,837,500

2,100,000

2,362,500

Remuneration covered by
the Pension Program includes salary (including salary contributed to our Capital
Accumulation Plan), and awards under our Annual Incentive Compensation Plans
and our Profit Sharing Plan in the year paid rather than the year earned.

The retirement benefits
shown assume retirement as of December 31, 2005 at age 65 and computed on
the basis of straight life annuity benefits. The benefits shown in the table
are subject to an offset of an amount related to the primary social security
benefits in an amount approved by the Internal Revenue Service in effect at the
time of retirement.

Messrs. Finnegan,
Degnan, Motamed, OReilly and Krump have, for the purposes of the Pension Program,
2, 14, 27.5, 35 and 22.5 years of
credited service, respectively, and their 2005 remuneration for purposes of the
Pension Program was $3,263,250, $1,386,500, $1,641,551, $1,429,051 and
$914,225, respectively. In 1999, Mr. Motamed relinquished the right to
receive under the Pension Program a lump sum amount equal to $300,000 plus
interest in accordance with his participation in our Estate Enhancement
Program.

Mr. Finnegans estimated pension payable at age
65, assuming continued employment, reflecting his annual base salary of $1,275,000
and target award under the 2001 Annual Plan and payment in the normal form of a
straight line annuity, is $1,858,000 per year. This includes the amount that Mr. Finnegan
is entitled to receive under the supplemental pension benefits provisions of
his employment agreement. For additional information, see the summary of Mr. Finnegans
employment agreement under the heading Executive CompensationEmployment and
Change in Control Agreements.

32

Deferred Compensation Plans

In addition to the
retirement benefits that are described above, we provide the opportunity for
certain of our employees to electively defer the payment of certain components
of the compensation that would otherwise be payable to them for their services.
Frequently, those employees who elected to voluntarily defer compensation chose
to have the amounts deferred paid following the termination of their services
with us and our affiliates. To avoid current taxation for those employees who
participate in these deferral opportunities, the amounts deferred (and any
earnings credited thereon) may not be funded and must be payable out of our
general corporate assets. The amounts deferred are credited with earnings based
on the deemed returns that would have been received had such amounts been invested
at a fixed rate of return specified under the arrangements, or other investment
options permitted under these arrangements that are generally available for
investment in the marketplace. The amounts electively deferred have previously
been reported in the Summary Compensation Table to the extent that a
participant in these arrangements was an executive officer required to be
included in such table in the year for which the compensation was earned.
Earnings have not been reported in this table in accordance with the applicable
rules promulgated by the SEC for the disclosure of executive compensation
because none of the investment measures provides an above-market rate of
return within the meaning of such rules. At December 31, 2005, the
aggregate amount recorded on our balance sheet in respect of these arrangements
for our named executive officers was $1,774,579, of which amount $1,656,250
related to amounts deferred by such officers.

Mr. Finnegan entered
into an employment agreement with us effective December 1, 2002. The
agreement had an initial term of three years. However, on the first anniversary
of the effective date of the agreement and each day thereafter an additional
day is added to the term of the agreement so that after December 1, 2003
the agreement always has a two-year term. Either party to the agreement can
give notice of non-renewal to the other that the agreement will expire at the
end of the two-year term. The agreement currently provides Mr. Finnegan
with an annual base salary of $1,275,000, subject to annual increases as
determined by the Compensation Committee and provides that he is eligible to
receive annual cash bonuses of between 125% and 250% of his annual base salary
based upon performance targets established by the Compensation Committee.

Under the agreement, Mr. Finnegan
is also eligible to participate in all retirement plans and health and welfare,
perquisite, fringe benefit and other arrangements generally available to other
senior executives. In addition to the retirement plans generally available, he
will receive an annual supplemental pension benefit equal to 6% of his final
average compensation (salary, annual bonus and profit sharing payments) for
each year of employment up to a maximum of 60% of his final average
compensation, subject to offset for payments Mr. Finnegan receives under
the Pension Program, from his previous employer, and from social security
benefits. With respect to our Defined Contribution Excess Benefit Plan and ESOP
Excess Benefit Plan, Mr. Finnegans agreement also provides that he will
be made whole with respect to amounts he was not eligible to receive under
those plans as a result of his failure to satisfy the one-year service requirement
and that he will also be made whole with respect to any matching amounts he may
forfeit upon termination of employment. If Mr. Finnegan had resigned his
employment prior to the expiration of the initial term of the agreement other
than for good reason (as defined in the employment agreement) or if we had
terminated his employment for cause (as defined in the employment agreement),
the supplemental pension benefit and excess plan benefits described above would
have been forfeited.

Under the terms of his
employment agreement, for 2002, Mr. Finnegan received a salary of $100,000
representing one-twelfth of his annual salary and cash bonus of $125,000,
representing one-twelfth of his target bonus.

33

In order to induce Mr. Finnegan
to leave his previous employer, the Compensation Committee endeavored to make Mr. Finnegan
whole for the value of cash and stock incentives he forfeited at his former
employer to become our President and Chief Executive Officer. In recognition of
specified cash incentive compensation that Mr. Finnegan forfeited upon
leaving his prior employer, we agreed to pay to him a cash payment, not to
exceed $3,000,000, equal to the value of those forfeited incentives as and when
substantiated. In February 2003, we determined that value to be $2,160,789
and paid Mr. Finnegan that amount.

As compensation for Mr. Finnegan
having forfeited options to purchase his previous employers stock, the
Compensation Committee agreed to grant Mr. Finnegan stock options under
the 2000 Employee Plan having a Black-Scholes value equal to the Black-Scholes
value of his forfeited options. Accordingly, on December 2, 2002, the
Compensation Committee granted Mr. Finnegan options to purchase 250,920
shares of our common stock at an exercise price of $58.43, the average of the
high and low prices of our common stock on the date of grant. These options
have a ten-year term and vested in three equal annual installments on December 2,
2003, December 2, 2004 and December 1, 2005.

On December 2, 2002,
the Compensation Committee also granted to Mr. Finnegan 61,617 shares of
restricted stock having a fair market value as the date of grant of $3,600,000
as compensation for his having forfeited performance awards from his previous
employer. The restrictions lapsed as to 30,809 shares on December 1, 2003
and as to 30,808 shares on December 2, 2004. On December 1, 2003, Mr. Finnegans
employment agreement was amended to provide for the forfeiture of the 30,308
unvested shares of restricted stock in exchange for a grant of a like number of
restricted stock units, as described in the Organization &
Compensation Committee Report in the 2004 proxy statement.

As part of his target
compensation, on December 2, 2002, the Compensation Committee granted to Mr. Finnegan
a five-year option to purchase 236,109 shares of our common stock at an
exercise price of $73.03, 125% of the fair market value on the date of grant,
and a ten-year option to purchase 133,618 shares of common stock at an exercise
price of $58.43, the fair market value on the date of grant. One-half of each
of the options vested on December 2, 2003 and the second half vested on December 2,
2004.

Consistent with the award
practice implemented for all senior executives, Mr. Finnegans employment
agreement was amended to reflect the granting of a restricted stock award in
2003, in lieu of a performance share award for the 2003-2005 performance
cycle provided for under the employment agreement, as described in the
Organization & Compensation Committee Report in the 2004 proxy
statement.

If Mr. Finnegans
employment is terminated by us, except for cause (as defined in the employment
agreement), death or disability, or if he resigns for a good reason (as defined
in the employment agreement), or if we provide a notice of non-renewal of the
agreement, he would be eligible to receive, generally subject to his execution
of a release of claims against us:

·a
cash payment equal to the sum of his annual base salary and any accrued
vacation pay through the date of termination, outstanding reimbursable business
expenses and the annual cash bonus for the previous year (if not previously
paid);

·a
pro-rated annual cash bonus for the year of his termination;

·a
severance payment equal to up to 2.5 times (that multiple being subject to
reduction as described below) the sum of his annual base salary and the average
of his annual cash bonuses paid in the preceding three years;

·2.5
years of additional years of age and service credit for purposes of the
supplemental retirement benefits (the 2.5 multiple being subject to reduction
as described below);

·2.5
years of continued health and welfare benefits (the 2.5 multiple being subject
to reduction as described below) and thereafter retiree benefits; and

·if any payments or benefits
that Mr. Finnegan receives are subject to the excise tax imposed under Section 4999
of the Internal Revenue Code on golden parachute payments, an additional

34

payment to him to restore him to the after-tax position that he would
have been in if the excise tax had not been imposed.

In addition, any stock
options, restricted stock, restricted stock units, performance shares and any
other stock-based long-term incentive compensation awards held by Mr. Finnegan
would vest and his stock options would continue to be exercisable until the
earlier of the fifth anniversary of the date of termination of employment or
the expiration of the option term. In the case of our non-renewal of his employment
agreement, the 2.5 multiple for purposes of determining the severance, the
additional age and service credit and the continued health and welfare benefits
decreases by 0.5 when Mr. Finnegan attains age 58 and decreases by an additional
0.5 on each of anniversary of such date so that when Mr. Finnegan turns 62
this multiple is zero. In addition, the obligation to continue to provide
health and welfare benefits will cease if Mr. Finnegan receives such
benefits from a new employer.

If Mr. Finnegans
employment is terminated for cause or if he resigns other than for good reason
or provides us with a notice that he does not wish to renew his employment
agreement, we will have no other obligations to him except to provide a cash
payment equal to his annual base salary and any accrued vacation pay through
the date of termination, any benefits or amounts which he is eligible to receive
under our retirement and benefit plans, including the retirement benefits under
his employment agreement described above, up to the date of termination and, if
termination occurs after December 1, 2005, retiree health benefits. If Mr. Finnegans
employment terminates because of his death, his beneficiary would receive death
benefits under group life plans or supplemental plans equal to five times his
annual base salary. In the case that his employment is terminated due to his
becoming disabled, Mr. Finnegan would receive 60% of his annual base
salary under the terms of his employment agreement. In addition, in the case of
his death or disability, Mr. Finnegan or his beneficiary would receive a
cash payment consisting of the prior years annual cash bonus (if not
previously paid) and a pro-rata annual cash bonus for the year in which his
employment was terminated.

The employment agreement
provides Mr. Finnegan with indemnification under our restated certificate
of incorporation and By-Laws and coverage under our directors and officers
insurance policies as well as reimbursement of reasonable legal and
professional fees incurred in connection with any dispute under the employment
agreement and up to $100,000 for fees incurred in the negotiation and
preparation of the employment agreement. The employment agreement also provides
for confidentiality, non-competition and non-solicitation covenants on the part
of Mr. Finnegan. The non-competition and non-solicitation
provisions run during the term of Mr. Finnegans employment through the
second anniversary of the termination thereof.

At the same time we
entered into the employment agreement, we also entered into a change in control
agreement with Mr. Finnegan. Mr. Finnegan will not receive severance
pay or benefits under his employment agreement if those payments and benefits
are paid under the change in control agreement he has with us. The change in
control agreement is described below.

Mr. Finnegans change in control agreement
provides generally that the terms and conditions of his employment (including
position, location, and benefits) would not be adversely changed during the
three-year period after a change in control. If a change in control occurs and
we terminate Mr. Finnegans employment (other than for cause, death or
disability) or if Mr. Finnegan resigns for good reason during the
three-year period following a change in control (or upon his termination as a
result of certain events in connection with or in anticipation of a change in
control), Mr. Finnegan would be generally entitled to receive:

·a
cash payment equal to the sum of his annual base salary and any accrued
vacation pay through the date of termination, outstanding reimbursable business
expenses and the annual cash bonus for the previous year (if not previously paid);

·a
pro-rated annual cash bonus through the date of termination for the year in
which the termination of employment occurs;

35

·three
times the sum of his annual base salary and highest annual bonus (as defined
in the change in control agreement);

·three
years of additional years of age and service credit for purposes of the
supplemental retirement benefits;

·three
years of continued health and welfare benefits (or, if shorter, until a new
employer provides these) and thereafter retiree benefits; and

·if
any payments or benefits that Mr. Finnegan receives are subject to the
excise tax imposed under Section 4999 of the Internal Revenue Code on golden
parachute payments, an additional payment to him to restore him to the
after-tax position that he would have been in if the excise tax had not been
imposed.

In addition, any stock
options, restricted stock, restricted stock units, performance shares and any
other stock-based long-term incentive compensation awards held by Mr. Finnegan
would vest and his stock options would continue to be exercisable until the
earlier of the fifth anniversary of the date of termination of his employment
or the expiration of the option term.

In
general, a change in control will occur if:

·any
person acquires 20% or more of our outstanding common stock;

·continuing
directors (or their approved successors) cease to constitute a majority of the Board;

·certain
mergers, consolidations or sales occur; or

·if
shareholders approve any plan or proposal for our liquidation or dissolution.

The change in control
agreement provides for confidentiality, non-competition and non-solicitation
covenants on the part of Mr. Finnegan. The non-competition and non-solicitation
provisions run during the term of Mr. Finnegans employment through the second
anniversary of the termination thereof.

Messrs. Motamed, OReilly and Degnan

We
have severance agreements with Messrs. Motamed, OReilly and Degnan. These
agreements become operative only upon a change in control that occurs while the
executive officer is employed by us. In general, a change in control will occur
if:

·following
a tender or exchange offer, a proxy contest or a merger, consolidation or sale
of substantially all of our business or our assets, the members of our Board
immediately prior to the event do not constitute a majority of the Board
following such event and for one year thereafter; or

·any
person acquires more than 25% of our outstanding common stock.

These agreements have an
initial term of two years and are automatically extended for successive
two-year periods unless we give one years prior notice that we are terminating
the agreement at the end of the then current two-year period.

If a
change in control occurs and the executive officers employment with us
terminates within two years thereafter (other than by reason of death,
disability, retirement at normal retirement age, discharge for cause, or
voluntary termination by the executive officer except for good reason as
described in the severance agreements), the executive officer becomes entitled
to twice the sum of:

·one
years salary at the annual rate in effect at the time of the change in
control; and

·the
average of his annual awards under our cash incentive compensation plans for
the three years preceding such change in control.

Also, we must maintain in
force the insurance and disability benefits available to the executive officer
immediately prior to the change in control, or their equivalents, until the
earlier of two years after termination or the commencement of new, full-time
employment.

36

EQUITY
COMPENSATION PLAN INFORMATION

The following table shows
certain information with respect to our equity compensation plans as of December 31,
2005.

Number of Securities

Number of Securities

Remaining Available for

to be Issued

Weighted-Average

Future Issuance under

Upon Exercise of

Exercise Price of

Equity Compensation Plans

Outstanding Options,

Outstanding Options,

(excluding securities

Plan Category

Warrants and Rights

Warrants and Rights

reflected in column (a))

(a)

(b)

(c)

Equity compensation plans
approved by security holders

12,071,942

(2)

$

65.86

(4)

14,264,748

(6)

Equity compensation plans
not approved by security holders(1)

217,484

(3)

$

57.78

(5)

199,196

(1)

Total

12,289,426

$

65.83

(5)

14,463,944

(1)These plans are The Chubb Corporation Defined
Contribution Excess Benefit Plan (the Excess Benefit Plan) and the Deferred
Compensation Plan for Directors (the Deferred Compensation Plan), under which
80,866 shares of common stock and 118,330 shares of common stock,
respectively, are available for future issuance.

The Excess Benefit Plan is
a non-qualified, defined contribution plan and covers those participants in the
Capital Accumulation Plan and The Chubb Corporation Employee Stock Ownership
Plan (the ESOP) whose total benefits under those plans are limited by certain provisions
of the Internal Revenue Code. A participant in the Excess Benefit Plan is
entitled to a benefit equaling the difference between the participants
benefits under the Capital Accumulation Plan and the ESOP, without considering
the applicable Internal Revenue Code limitations, and the participants actual
benefits under such plans. A participants excess ESOP benefit is expressed as
shares of Chubb common stock. Payments under the Excess Benefit Plan are
generally made: (1) for excess benefits related to the Capital
Accumulation Plan in cash annually as soon as practical after the amount of
excess benefit can be determined; and (2) for excess benefits related to the
ESOP, in common stock as soon as practicable after the earlier of the
participants 65th birthday or termination of employment. Our ESOP was
terminated in 2004.

The material terms of the
Deferred Compensation Plan are described in this proxy statement under the
heading Corporate GovernanceDirectors Compensation.

(2)Includes 1,627,292 shares, representing 200% of the
aggregate target for the total shareholder return awards for the three-year performance
cycles ending December 31, 2006 and December 31, 2007, which is the
maximum number of shares issuable under these plans. At the end of each
performance cycle, the Compensation Committee determines the actual number of
shares to be received by Plan participants.

(3)Includes an aggregate of 39,981 shares issuable upon
exercise of the special option grants awarded to two independent directors in
2002 as individual compensation for their service on our CEO search committee.

(5)Weighted average exercise price consists of exercise
price of special option grants described in note (3) above, and
excludes shares issuable in connection with the Excess Benefit Plan and the
Deferred Compensation Plan.

(6)Includes 7,069,966 shares available for
issuance under the Global Employee Stock Purchase Plan (2001), 5,952,734 shares
available for issuance under the 2004 Employee Plan, 242,048 shares available
for issuance under the 2004 Director Plan and 1,000,000 shares available for
issuance under The Chubb Corporation 2003 Producer Stock Incentive Plan.

37

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The
following table sets forth certain information concerning the only persons or
entities known to us to be beneficial owners of more than 5% of our outstanding
common stock. The information below is as reported by that entity in statements
filed with the SEC.

Name and Address

Amount and Nature
of Beneficial
Ownership of
Common Stock

Percent of
Class(3)

AXA

15,172,863

(1)

7.6

%

Dodge & Cox

11,173,401

(2)

5.6

%

(1)Reflects ownership as of
December 31, 2005 as reported on a Schedule 13G filed with the SEC
jointly by AXA, located at 25, avenue Matignon, 75008 Paris, France; its
subsidiary, AXA Financial, Inc., located at 1290 Avenue of the Americas,
New York, NY 10104; and the following entities which, as a group, control AXA:
AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, each located
at 26, rue Drouot, 75009 Paris, France and AXA Courtage Assurance Mutuelle,
located at 26, rue Drouot, 75009 Paris, France (collectively the AXA Group).
The AXA Group reports sole voting power over 8,844,443 of the reported shares,
shared voting power over 1,810,949 of the reported shares, and sole dispositive
power over all of the reported shares. These holders have certified that these
shares of our common stock were acquired in the ordinary course of business and
were not acquired for the purpose of, and do not have the effect of, changing
or influencing the control of Chubb and were not acquired in connection with or
as a participant in any transaction having such purpose or effect.

(2)Reflects ownership as of
December 31, 2005 as reported on a Schedule 13G filed with the SEC by
Dodge & Cox, located at 555 California Street, 40th Floor, San Francisco, CA 94104. Dodge &
Cox reports sole voting power over 10,434,051 of the reported shares, shared
voting power over 136,500 of the reported shares, and sole dispositive power
over all of the reported shares. Dodge & Cox has certified that these
shares of our common stock were acquired in the ordinary course of business and
were not acquired for the purpose of, and do not have the effect of, changing
or influencing the control of Chubb and were not acquired in connection with or
as a participant in any transaction having such purpose or effect.

(3)As reported in the
applicable statement filed with the SEC.

38

The
following table sets forth certain information regarding the beneficial ownership
of our common stock and common stock-based holdings by each of our
directors and nominees for director, by each of our executive officers named in
the Summary Compensation Table in this proxy statement and by our directors
and executive officers as a group.

Name and Address(1)

Amount and Nature
of Beneficial
Ownership of
Common Stock(2)

Deferral
Plan(3)

Percent of
Class(4)

Zoë Baird(5)(6)

21,109

2698

*

Sheila P. Burke(5)(7)

28,874



*

James I.
Cash, Jr.(5)(8)

20,609

719

*

Joel J. Cohen(5)(9)

99,856

16,252

*

James M.
Cornelius(5)(10)

29,609

2,437

*

John D. Finnegan(11)

493,993



*

Klaus J. Mangold(5)(12)

9,209

440

*

Sir David G.
Scholey, CBE(5)(13)

49,609

4,426

*

Raymond G.H.
Seitz(5)(14)

36,809

1,912

*

Lawrence M. Small(5)(15)

70,243

8,703

*

Daniel E. Somers(5)(16)

2,633

767

*

Karen Hastie
Williams(5)(17)

12,709



*

Alfred W. Zollar(5)(18)

16,609



*

John J. Degnan(19)

171,437



*

Paul J. Krump(20)

81,634



*

Thomas F.
Motamed(21)

172,413



*

Michael
OReilly(22)

269,684



*

All directors and
executive officers as a group(23)

1,848,910

38,353

*

*Less than 1%.

(1)The business address of
each director and executive officer named in this table is c/o The Chubb Corporation,
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615.

(2)Unless otherwise
indicated, share amounts are as of March 6, 2006 and each person has sole
voting and investment power with respect to the shares listed.

(3)Includes compensation
allocated to the Market Value Account of the Deferred Compensation Plan (see Corporate
GovernanceDirectors Compensation in this proxy statement). The value of
units allocated to this account is based upon the per share price of our common
stock on December 30, 2005 of $97.65. These units are payable in shares of
common stock following termination of service or a specified date but do not
have current voting or investment power.

(4)Based upon 207,361,528 shares
of our common stock outstanding as of March 6, 2006.

(5)This amount includes 609
fully vested stock units granted under the 2004 Director Plan, but does not
include TSRs representing a target of 1,826 shares granted under the 2004
Director Plan; payment of such shares will range from 0% to 200% depending on actual
performance measured against the stated performance goals for the applicable
performance period.

(6)Includes 20,000 shares
that may be purchased within 60 days pursuant to The Chubb Corporation
Stock Option Plan for Non-Employee Directors (2001) (the 2001 Director Plan)
and our predecessor non-employee director equity plans.

(7)Includes 28,000 shares
that may be purchased within 60 days pursuant to the 2001 Director Plan
and our predecessor non-employee director equity plans.

39

(8)Includes 16,000 shares
that may be purchased within 60 days pursuant to the 2001 Director Plan and
our predecessor non-employee director equity plans.

(9)Includes 52,453 shares
that may be purchased within 60 days pursuant to the 2001 Director Plan
and our predecessor non-employee director equity plans, and 36,347 shares that
may be purchased within 60 days pursuant to an outstanding special stock option
grant.

(10)Includes 24,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan and our
predecessor non-employee director equity plans.

(11)Includes 374,818 shares that
may be purchased within 60 days pursuant to the 2000 Employee Plan;
27,142 restricted stock units that will vest on April 27, 2007, 24,047
restricted stock units that will vest on March 3, 2008 and 19,946 restricted
stock units that will vest on March 2, 2009 pursuant to the
2004 Employee Plan; 88 shares that were allocated to Mr. Finnegan
pursuant to the ESOP; and 30,808 restricted stock units that are fully vested
which Mr. Finnegan has elected to defer receipt of until retirement. This
amount does not include TSRs representing a target of 81,429 shares for the
performance period ending December 31, 2006, 72,143 shares for the
performance period ending December 31, 2007 and 59,839 shares for the
performance period ending December 31, 2008; payment of such shares will
range from 0% to 200% depending on actual performance measured against the
stated performance goals.

(12)Includes 8,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan.

(13)Includes 100 shares owned by a
member of Sir David Scholeys family who lives in his home (for which Sir David
Scholey disclaims beneficial ownership) and 48,000 shares that may be purchased
within 60 days pursuant to the 2001 Director Plan and our predecessor
non-employee director equity plans.

(14)Includes 36,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan and our
predecessor non-employee director equity plans.

(15)Includes 56,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan and our
predecessor non-employee director equity plans and 3,634 shares that may be
purchased within 60 days pursuant to an outstanding special stock option
grant.

(16)Includes 1,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan.

(17)Includes 12,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan and our
predecessor non-employee director equity plans.

(18)Includes 12,000 shares that may
be purchased within 60 days pursuant to the 2001 Director Plan and our
predecessor non-employee director equity plans.

(19)Includes 76,812 shares which Mr. Degnan
has the right to purchase within 60 days under the 2000 Employee Plan
and our predecessor employee long-term stock incentive plans; 9,392 restricted
stock units that will vest on April 27, 2007, 7,688 restricted stock units
that will vest on March 3, 2008 and 6,377 restricted stock units that will
vest on March 2, 2009 pursuant to the 2004 Employee Plan; and 2,972 shares
that were allocated to Mr. Degnan pursuant to the ESOP. This amount does
not include TSRs representing a target of 28,179 shares for the performance
period ending December 31, 2006, 23,067 shares for the performance period
ending December 31, 2007 and 19,133 shares for the performance period
ending December 31, 2008; payment of such shares will range from 0% to
200% depending on actual performance measured against the stated performance
goals.

(20)Includes 57,452 shares which Mr. Krump
has the right to purchase within 60 days under the 2000 Employee Plan
and our predecessor employee long-term stock incentive plans; 1,428 restricted
stock units that will vest on April 27, 2007, 1,265 restricted stock units
that will vest on March 3, 2008 and
1,102 restricted stock units that will vest on March 2, 2009 pursuant to
the 2004 Employee Plan;

40

and 2,916 shares that were
allocated to Mr. Krump pursuant to the ESOP. This amount does not include
TSRs representing a target of 4,286 shares for the performance period ending December 31,
2006, 3,797 shares for the performance period ending December 31, 2007 and
3,307 shares for the performance period ending December 31, 2008; payment
of such shares will range from 0% to 200% depending on actual performance
measured against the stated performance goals.

(21)Includes 80,628 shares which Mr. Motamed
has the right to purchase within 60 days under the 2000 Employee Plan
and our predecessor employee long-term stock incentive plans; 11,160 restricted
stock units that will vest on April 27, 2007, 9,413 restricted stock units
that will vest on March 3, 2008 7,807 restricted stock units that will
vest on March 2, 2009 pursuant to the 2004 Employee Plan; 926 shares
in the Corporation Stock Fund of the Capital Accumulation Plan; and 3,253
shares that were allocated to Mr. Motamed pursuant to the ESOP. This
amount does not include TSRs representing a target of 33,482 shares for the
performance period ending December 31, 2006, 28,240 shares for the performance
period ending December 31, 2007 and 23,424 shares for the performance
period ending December 31, 2008; payment of such shares will range from 0%
to 200% depending on actual performance measured against the stated performance
goals.

(22)Includes 167,781 shares which Mr. OReilly
has the right to purchase within 60 days under the 2000 Employee Plan
and our predecessor employee long-term stock incentive plans; and 9,839 restricted
stock units that will vest on April 27, 2007, 7,910 restricted stock units
that will vest on March 3, 2008 and 6,561 restricted stock units that will
vest on March 2, 2009 pursuant to the 2004 Employee Plan. This amount
does not include TSRs representing a target of 29,518 shares for the performance
period ending December 31, 2006,
23,731 shares for the performance period ending December 31, 2007
and 19,684 shares for the performance period ending December 31, 2008; payment
of such shares will range from 0% to 200% depending on actual performance
measured against the stated performance goals.

(23)Includes
581 shares which executive officers other than those listed in the table above
disclaim beneficial ownership; 4,332 shares which were allocated to executive
officers other than those listed in the table above pursuant to the ESOP;
162,529 shares which executive officers other than those listed in the table
above have the right to purchase within 60 days under the
2000 Employee Plan and our predecessor employee long-term stock incentive
plans; and 5,859 restricted stock units that will vest on April 27, 2007, 5,244
restricted stock units that will vest on March 3, 2008 and 5,098 restricted
stock units that will vest on March 2, 2009 pursuant to the
2004 Employee Plan. This amount does not include TSRs awarded to executive
officers other than those listed in the table above representing a target of 17,584
shares for the performance period ending December 31, 2006, 15,740 shares
for the performance period ending December 31, 2007 and 15,297 shares for
the performance period ending December 31, 2008; payment of such shares
will range from 0% to 200% depending on actual performance measured against the
stated performance goals.

41

CERTAIN TRANSACTIONS AND OTHER MATTERS

Transactions
with Certain Shareholders

At December 31, 2005, AXA was the beneficial
owner of more than 5% of our outstanding common stock. During 2005, our property
and casualty insurance subsidiaries ceded reinsurance to subsidiaries of AXA of
approximately $14.2 million. In addition, in 2005, AXA purchased insurance
policies from certain of our property and casualty insurance subsidiaries with
an aggregate net written premium of approximately $1,400,000.

At December 31, 2005,
Dodge & Cox was the beneficial owner of more than 5% of our
outstanding common stock. As of December 31, 2005, Dodge & Cox
managed approximately $225 million of assets in our Pension Plan and
approximately $22 million of assets funded for other post-retirement
benefits. Dodge & Cox also manages one of the funds offered to
participants in our Capital Accumulation Plan. In addition, Dodge &
Cox purchased insurance policies from one of our property and casualty
insurance subsidiaries with an aggregate net written premium of approximately $300,000.

Transactions
with Directors, Executive Officers and their Associates

In 2005, we made donations
to charitable organizations with which certain of our directors (or members of
their immediate families) were affiliated. Certain of these donations are
described in greater detail under the heading Corporate GovernanceDirector
Independence in this proxy statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Exchange Act requires
our directors and executive officers and persons who beneficially own more than
10% of our common stock to file reports of securities ownership and changes in
such ownership with the SEC.

Based solely upon a review of copies of
such reports or written representations that all such reports were timely
filed, we believe that each of our directors, executive officers and greater
than 10% beneficial owners complied with all Section 16(a) filing
requirements applicable to them during 2005, except for Robert C. Cox,
Executive Vice President of Chubb & Son, a division of Federal
Insurance Company, who filed a Form 4 due on November 9, 2005 on January 13,
2006 due to an administrative oversight and Henry B. Schram, our Senior Vice
President and Chief Accounting Officer, who filed a Form 4 due on November 17,
2005 on January 19, 2006 due to an administrative oversight.

42

STOCK PERFORMANCE GRAPH

The
following performance graph compares the performance of our common stock during
the five-year period from December 31, 2000 through December 31, 2005
with the performance of the Standard & Poors 500 Index and the
Standard & Poors Property & Casualty Insurance Index. The
graph plots the changes in value of an initial $100 investment over the
indicated time periods, assuming all dividends are reinvested.

The information contained under the heading Stock
Performance Graph shall not be deemed to be soliciting material, to be filed
with the SEC, subject to Regulation 14A or 14C or to the liabilities of Section 18
of the Exchange Act, except to the extent that we specifically request that the
information be treated as soliciting material, nor shall it be incorporated by
reference into any document filed under the Securities Act or the Exchange Act
unless we specifically incorporate it by reference.

43

PROPOSAL 1
ELECTION OF DIRECTORS

Our Board has nominated
the following individuals for election to our Board this year:

Zoë Baird

Sir David G. Scholey, CBE

Sheila P. Burke

Raymond G.H. Seitz

James I. Cash, Jr.

Lawrence M. Small

Joel J. Cohen

Daniel E. Somers

James M. Cornelius

Karen Hastie Williams

John D. Finnegan

Alfred W. Zollar

Klaus J. Mangold

Each nominee for director was previously elected by
our shareholders at the 2005 annual meeting and has served continuously since
that time. Information regarding the business experience of each nominee is
provided in this proxy statement under the heading Our Board of Directors.
Each director is elected annually to serve until the next annual meeting and
until his or her successor is elected and qualified. There are no family
relationships among our executive officers and directors.

Our Board expects that all of the nominees named in
this proxy statement will be available for election, and, if elected, will be
willing to serve as a director. If any nominee is not available, then the
proxies may vote for a substitute as may be designated by the Board, unless the
Board reduces the number of directors. The Board has, in accordance with our
By-Laws, fixed the number of directors to be elected at 13. If elected, each
director will serve until the next annual meeting of shareholders and until his
or her successor is duly elected and qualified. However, any director who
receives less than a majority of the votes cast will be required to tender his
or her resignation pursuant to the requirements of our Corporate Governance Guidelines.

If you sign your proxy card but do not give
instructions with respect to the voting of directors, your shares will be voted
for the 13 individuals recommended by the Board. If you wish to give specific
instructions with respect to the voting of directors, you may do so by
indicating your instructions on your proxy card.

Our Board
unanimously recommends that you vote FOR each of the foregoing nominees for
director.

In order to enable us to continue to attract, reward
and retain employees whose efforts are largely responsible for our overall
success and to ensure that annual cash incentive compensation payments to our Chief
Executive Officer and our four other most highly compensated executive officers
(referred to herein as covered employees) could be deductible under Section 162(m) of
the Internal Revenue Code as performance-based compensation, the Board adopted,
and in April 2001 our shareholders approved, our 2001 Annual Plan. Under
the 2001 Annual Plan, our employees and those of our subsidiaries are eligible
to receive annual cash incentive compensation payments based on the achievement
of certain performance goals and managements assessment of their performance
during the fiscal year. Section 162(m) requires that shareholders re-approve
performance goals under a plan intended to qualify for the performance-based
compensation exception every five years and also approve any increase to the
maximum compensation that may be paid to a participant under such a plan.

To continue to allow us to
attract, reward and retain employees and to allow us to fully deduct annual
cash incentive compensation payments under Section 162(m), the Board, upon
the recommendation of the Compensation Committee, has unanimously resolved to adopt
The Chubb Corporation Annual Incentive Compensation Plan (2006) (the 2006
Annual Plan), subject to shareholder approval. If the 2006 Annual Plan is not
approved by shareholders, annual cash incentive compensation payable to our
covered employees will not be fully deductible under Section 162(m) as
performance-based compensation.

Summary of the 2006 Annual Plan

The following summary of the 2006 Annual Plan is
qualified in its entirety by reference to its complete text, which is attached
to this proxy statement as Annex A. Except as noted below, the 2006 Annual Plan
is substantially similar to the 2001 Annual Plan which, as stated above, was
previously approved by shareholders.

The Compensation Committee is authorized to administer
the 2006 Annual Plan and to select participants for the 2006 Annual Plan from
our officers and employees and those of our subsidiaries and affiliates. For
2006, approximately 10,800 employees may be considered for participation under
the 2006 Annual Plan.

The Compensation Committee
establishes awards for each fiscal year for participants, the payment of which
generally are dependent upon the achievement of one or more of the following
corporate, subsidiary, affiliate, operating unit or division performance goals: